Form 8-K CLEVELAND BIOLABS INC For: Apr 29

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): April 29, 2015

 

 

CLEVELAND BIOLABS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		001-32954		20-0077155
(State of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

73 High Street

Buffalo, New York 14203

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (716) 849-6810

 

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

 

 

 

---

Item 1.01

Entry into a Material Definitive Agreement.

Purchase Agreement

On April 29, 2015, Cleveland BioLabs, Inc. (the “Company”) entered into a Master Purchase Agreement (the “Purchase Agreement”) with (i) Incuron LLC, a limited liability company formed under the laws of the Russian Federation and a joint venture of the Company (“Incuron”) and (ii) Dr. Mikhail Mogutuv (“Mogutov”), an individual and beneficial owner of approximately 7% of the Company’s outstanding common stock. Pursuant to the Purchase Agreement, Mogutov purchased 75% of the Company’s participation interests in Incuron (the “Initial LLC Interests”), which represents 35.22% of the total participation interests in Incuron.

As consideration for the Initial LLC Interests, at the closing of the transaction on April 29, 2015 Mogutov paid to the Company $2,000,000 in cash. As additional consideration for the Initial LLC Interests, Mogutov has also agreed to pay an amount of cash equal to the lesser of (i) $1,000,000 and (ii) the aggregate proceeds received by Mogutov from the sale of 264,318 shares of the Company’s common stock (the “Mogutov Shares”) which Mogutov purchased pursuant to that certain Securities Purchase Agreement, dated June 17, 2014, by and between the Company, Mogutov and the other purchasers party thereto. Mogutov has delivered the Mogutov Shares to an escrow account and has instructed the escrow agent to sell such shares and deliver the proceeds therefrom no later than June 30, 2015 to the Company in accordance with the foregoing. The amount of consideration payable to the Company in connection with the sale of the Initial LLC Interests was determined by arms-lengths negotiations between the Company and Mogutov, and not pursuant to any specific formula or principle.

The foregoing description of the Purchase Agreement is only a summary and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Option Agreement

In connection with the entry into the Purchase Agreement, on April 29, 2015 the Company entered into an Option Agreement with Mogutov (the “Option Agreement”), pursuant to which the Company granted to Mogutov an exclusive, irrevocable option (the “Option”) to purchase the remaining 25% of the Company’s participation interests in Incuron (the “Remaining LLC Interests”), which represents 11.74% of the total participation interests in Incuron. Pursuant to the Option Agreement, at any time prior to December 31, 2015, Mogutov may purchase the Remaining LLC Interests for an amount of cash ranging from $1,000,000 to $1,300,000 depending on the time of exercise. The amount of consideration payable to the Company pursuant to the Option Agreement was determined by arms-lengths negotiations between the Company and Mogutov, and not pursuant to any specific formula or principle.

The foregoing description of the Option Agreement is only a summary and is qualified in its entirety by reference to the Option Agreement, which is filed as Exhibit 2.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

Royalty Agreement

In connection with the entry into the Purchase Agreement, on April 29, 2015, the Company entered into a Royalty Agreement (the “Royalty Agreement”) with Incuron. Pursuant to the Royalty Agreement, the Company agreed to assign to Incuron all of the Company’s interest in certain patents and patent applications covering CBL0137. In exchange for this assignment, Incuron agreed to pay the Company a 2% royalty on (a) Incuron’s and its affiliate’s sales of products incorporating, utilizing or made with technology related to CBL0137 and any products that perform a similar function or would not have been made but for the use of such technology (“Royalty-Bearing Products”), (b) consideration received by Incuron from a licensee or sublicensee in consideration for rights to a Royalty-Bearing Product and (c) consideration received in connection with the first change of control of Incuron. Incuron’s royalty obligations continue until April 29, 2025; however, Incuron has the right, exercisable any time before December 31, 2017, to buy-out its royalty obligations for a pre-agreed amount ranging from $1,500,000 to $6,000,000 depending on the time of exercise. In addition, Incuron’s obligation to pay royalties with respect to sublicensing consideration shall terminate upon a change of control of Incuron.

---

The foregoing description of the Option Agreement is only a summary and is qualified in its entirety by reference to the Option Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Fourth Amendment to Participation Agreement

In connection with the entry into the Purchase Agreement, on April 29, 2015 the Company entered into a Fourth Amendment to Participation Agreement (the “Amendment”) with Bioprocess Capital Partners, LLC, a Russian limited liability company (“BCP”) and Mogutov. The Amendment effects certain changes in the governance of Incuron, including the director nomination and voting rights of each party. Pursuant to the Amendment, the Board of Directors of Incuron (the “Incuron Board”) will consist of five members, two of which will by appointed by each of BCP and Mogutov, and one of which will be appointed by the Company. Additionally, the consent of all members of the Incuron Board shall be required before Incuron may take certain actions, as described more fully in the Amendment.

The foregoing description of the Amendment is only a summary and is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

Reference is made to the disclosure under Item 1.01 of this Current Report on Form 8-K, which is incorporated in this Item 2.01 by reference.

 

Item 5.02

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

On April 29, 2015, Elena Kasimova resigned from the Board of Directors of the Company (the “Board”). Ms. Kasimova was designated by Mogutov to serve on the Board pursuant to a Rights Agreement (the “Rights Agreement”), which the Company entered into in June 2014. Ms. Kasimova’s resignation did not result from any disagreement with the Company; a copy of her resignation letter is filed as Exhibit 17.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

 

Item 8.01

Other Events

On April 29, 2015, the Company issued a press release regarding the matters described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

 

Exhibit No.		Description
2.1		Master Purchase Agreement dated April 29, 2015 by and among Cleveland BioLabs, Inc., Mikhail Mogutov and Incuron LLC
2.2		Option Agreement dated April 29, 2015 by and between Cleveland BioLabs, Inc. and Mikhail Mogutov
10.1		Royalty Agreement dated April 29, 2015 by and between Cleveland BioLabs, Inc. and Incuron LLC
10.2		Fourth Amendment to Participation Agreement dated April 29, 2015 by and among Cleveland BioLabs, Inc., Bioprocess Capital Partners and Mikhail Mogutov
17.1		Resignation Letter of Elena Kasimova, dated April 29, 2015
99.1		Press Release of Cleveland BioLabs, Inc., dated April 29, 2015

---

SIGNATURES

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

 

Date: May 4, 2015				CLEVELAND BIOLABS, INC.
				By:		/s/ Yakov Kogan
						Yakov Kogan
						Chief Executive Officer

Exhibit 2.1

Execution Version

MASTER PURCHASE AGREEMENT

This Master Purchase Agreement (the “Agreement”) is dated as of April 29, 2015 (“Agreement Date”), by and among Cleveland BioLabs, Inc., a Delaware corporation (“CBLI”), Mikhail Mogutov, an individual (“Mogutov”) and Incuron LLC, a limited liability company formed under the laws of the Russian Federation (“Incuron” and collectively with CBLI and Mogutov, the “Parties” and each a “Party”).

WHEREAS, CBLI owns 46.96% of the participation interests (the “LLC Interests”) in Incuron;

WHEREAS, CBLI desires to sell, and Mogutov desires to purchase, 35.22% of the participation interests in Incuron and desires to have an option to purchase the remaining 11.74% of the participation interests in Incuron (the “Transaction”);

WHEREAS, the Parties hereto desire to confirm their agreement to consummate the Transaction on the terms and subject to the conditions set forth herein, and to set forth the various agreements and actions to be taken by the Parties in order to accomplish the same.

NOW, THEREFORE, in consideration of the foregoing premises, agreements and the mutual covenants herein contained and upon the terms and conditions hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be mutually bound, hereby agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings ascribed thereto:

1.1 “Business Day” means a day other than a Saturday, Sunday, or a federal holiday in the United States or the Russian Federation.

1.2 “Closing” has the meaning set forth in Section 3.1.

1.3 “Closing Date” means the date the Russian Purchase Agreement for the transfer of the Initial LLC Interests is fully executed and duly notarized and the Transaction Agreements are delivered by each Party as required by Section 4.

1.4 “Common Stock” means the common stock of CBLI, par value $0.005 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

1.5 “Escrow Agreement” means that certain Escrow Agreement, dated as of April 20, 2015 and in the form of Exhibit A

1.6 “Escrow Agent” means the Person specified in the Escrow Agreement as the escrow agent.

1.7 “Fourth Amendment to Participation Agreement” means that certain Fourth Amendment, dated as of the date hereof and substantially in the form of Exhibit B to that certain Participation Agreement, dated as of December 30, 2009, as amended on April 13, 2010, November 22, 2013 and June 17, 2014, by and between CBLI and BioProcess Capital Partners LLC.

 

- 1 -

---

1.8 “Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

1.9 “Initial LLC Interests” means that number of LLC Interests that are purchased at the Closing, which shall be 35.22% of the participation interests in Incuron.

1.10 “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

1.11 “Legal Proceeding” has the meaning set forth in Section 6.4.

1.12 “LLC Interests” has the meaning set forth in the preamble hereto.

1.13 “Mogutov Shares” means those certain shares of Common Stock purchased by Mogutov pursuant to that certain Securities Purchase Agreement, dated June 17, 2014, by and between CBLI, Mogutov and the other purchasers party thereto.

1.14 “Mogutov Shares Proceeds” means the total amount of proceeds received by Mogutov or in his behalf in connection with the sale by Mogutov of the Mogutov Shares.

1.15 “Notice of Resignation and Waiver Agreement” means that certain Notice of Resignation and Waiver Agreement by and between Elena Kasimova and CBLI, dated as of the date hereof and substantially in the form of Exhibit C.

1.16 “Option Agreement” means that certain Option Agreement, dated as of the date hereof and substantially in the form of Exhibit D.

1.17 “Payment” has the meaning set forth in Section 2.2.

1.18 “Royalty Agreement” means that certain Royalty Agreement, dated as of the date hereof and substantially in the form of Exhibit E.

1.19 “Russian Purchase Agreement” means that Agreement for Sale and Purchase of the Initial LLC Interests in the capital of Incuron executed by CBLI as seller and Mogutov as buyer as of the date hereof substantially in the form of Exhibit F and duly notarized.

1.20 “Transaction Agreements” means, collectively, (i) this Agreement, (ii) the Russian Purchase Agreement, (iii) the Notice of Resignation and Waiver Agreement, (iv) the Royalty Agreement, (v) the Fourth Amendment to Participation Agreement, and (vi) the Option Agreement.

2. PURCHASE AND SALE OF INCURON SHARES

2.1 Closing. At the Closing, upon the terms and subject to the conditions set forth herein, CBLI shall grant, sell, convey, assign, transfer and deliver to Mogutov, and Mogutov shall purchase and acquire from CBLI, the Initial LLC Interests.

2.2 Closing Consideration. The consideration to be paid by Mogutov to CBLI for the Initial LLC Interests shall be US$3,000,000 (the “Payment”), of which US$2,000,000 will be payable in cash

 

- 2 -

---

and the remaining amount shall be paid from the Mogutuv Shares Proceeds, with irrevocable instruction for payment being given immediately following the notarized certification of Russian Purchase Agreement in accordance with the Escrow Agreement; provided, however, that in the event the Mogutov Shares Proceeds equal less than US$1,000,000, Mogutov shall not be obligated to pay to CBLI the difference between US$1,000,000 and the Mogutov Share Proceeds. Notwithstanding the foregoing, in the event the Shares are not sold by June 30, 2015, the Shares shall be sold by Mogutov and purchased by CBLI for US$1,000,000, which shall be offset against Mogutov’s obligation to pay for Initial LLC Interests hereunder as of June 30, 2015.

3. CLOSINGS

3.1. Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Initial LLC Interests and execution of the Transaction Agreements shall take place at a closing (the “Closing”) to be held in person by duly authorized representatives of the Parties in Moscow, Russian Federation at the offices of a duly authorized notary. The Closing shall be held on the Closing Date.

4. CLOSING DELIVERABLES

4.1 CBLI Closing Deliveries. At the Closing, CBLI shall deliver or cause to be delivered to Mogutov or Incuron, as applicable, the following:

 

(a)

this Agreement, duly executed by CBLI;

 

(b)

the Russian Purchase Agreement, duly executed by CBLI and notarized; and

 

(c)

the Fourth Amendment to the Participation Agreement, duly executed by CBLI; and

 

(d)

the Royalty Agreement, duly executed by CBLI.

4.2 Mogutov Closing Deliveries. At the Closing, Mogutov shall deliver or cause to be delivered to CBLI or the Escrow Agent, as applicable, the following:

 

(a)

this Agreement, duly executed by Mogutov;

 

(b)

the Russian Purchase Agreement, duly executed by Mogutov and notarized;

 

(c)

the Notice of Resignation and Waiver Agreement, duly executed by Ms. Elena Kasimova;

 

(d)

the Fourth Amendment to Participation Agreement duly executed by Mogutov and BioProcess Capital Partners LLC;

 

(e)

notarized consent of Mogutov’s spouse pursuant to which she consents to the purchase of the Initial Closing LLC Interests by Mogutov;

 

(e)

irrevocable instructions, via email from Mogutov or Elena Kasimova to the Escrow Agent, instructing the Escrow Agent to release the Payment to CBLI.

4.3 Notarial Certification. At the Closing, the Parties shall obtain notarial certification of the Russian Purchase Agreement and otherwise take the necessary steps to effectuate the transfer of the Initial LLC Interests in accordance with Russian Law.

 

- 3 -

---

4.4 Amendment of Incuron Charter. Not later than five (5) Business Day following adoption by Incuron shareholders of the respective participants’ resolution, Incuron shall provide evidence of the filing of an amendment to its charter substantially in the form attached hereto as Exhibit G to effect the governance changes agreed to in the Fourth Amendment to the Participation Agreement.

5. ADDITIONAL AGREEMENTS

5.1 Waiver of Stockholder Proposal Rights. Mogutov hereby waives any and all rights he has as a stockholder of CBLI to make any proposals to be voted on by the stockholders of CBLI until the occurrence of either (i) the one year anniversary of the Closing Date, or (ii) the date on which Mr. Richard McGowan ceases to be chairman of the Board of Directors of CBLI, whichever occurs later. Notwithstanding the foregoing, in the event a sale under the Option Agreement does not occur in a timely manner due to CBLI’s failure to perform any of its obligations thereunder, this Section 5.1 shall become null and void.

5.2 Further Assurances. At any time on or after the Closing, each Party hereto shall (1) execute and deliver any further assignments, conveyances and other assurances, documents and instruments of transfer reasonably requested by another Party to carry out the purposes of this Agreement and the other Transaction Agreements; and (2) cooperate with the other Parties as such Parties may reasonably request, so that the Parties shall (i) in a timely manner make all necessary filings with, and conduct negotiations with, all Governmental Authorities and other persons or entities the consent or approval of which, or a license or permit from which, is required for the consummation of the transactions contemplated herein, and (ii) provide to each other Party such information as the other Parties may reasonably request in order to enable it to prepare such filings and to conduct such negotiations. The Parties hereto also agree to obtain all such necessary consents, approvals, licenses and permits as promptly as practicable but in any event before the Closing Date. To the extent permitted by applicable Law, the Parties shall request that each Governmental Authority or other person or entity whose review, consent or approval is requested treat as confidential all information that is submitted to it.

5.3 Expenses. Each Party hereto will bear its respective direct and indirect expenses incurred in connection with the preparation and negotiation of this Agreement, the other Transaction Agreements and the consummation of the transactions contemplated by this Agreement and the other Transaction Agreements, including all fees and expenses of its advisors and representatives, except that CBLI and Mogutov shall be responsible for all expenses incurred in connection with notarial certification of the Russian Purchase Agreement required pursuant to Section 4 in equal proportions.

5.4 Confidentiality; Public Announcements. Whether or not the transactions contemplated herein shall be concluded, from and after the date of this Agreement, the Parties hereto shall keep confidential all information obtained by a Party about the other Parties hereto. Each Party shall maintain confidentiality of the above information to the same degree as such Party maintains its own confidential information and shall be maintained until such time, if any, as any such data or information either is, or becomes, published or a matter of public knowledge. No Party shall issue, or permit any of its representatives to issue, any press release or otherwise make any public statements or announcements regarding this Agreement or the transactions contemplated herein without the prior consultation of the other Parties, except as otherwise determined to be necessary or appropriate to comply with any applicable Law or any rules or regulations of any supervisory, regulatory or other Governmental Authority having jurisdiction over it (including the United States Securities and Exchange Commission and/or any stock exchange), in which case the Party required to issue such press release or public announcement shall provide the other Party a opportunity to comment on such press release or public

 

- 4 -

---

announcement in advance of such publication by providing draft of such press release or public announcement at least two (2) Business Days in advance of the date such press release or public announcement is planned to be made.

6. MISCELLANEOUS

6.1 Waivers, Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party hereto, upon any breach or default of any Party under this Agreement, shall impair any such right, power or remedy of such Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party hereto of any breach or default under this Agreement or any other Transaction Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement and of any other Transaction Agreement must be made in writing and shall be effective only to the extent specifically set forth in such writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other provision or condition of this Agreement or any other Transaction Agreement. All remedies, either under this Agreement or by Law or otherwise afforded to any Party, shall be cumulative and not alternative.

6.2 Successors and Assigns. All covenants and agreements in this Agreement by or on behalf of the respective Parties hereto shall bind and inure to the benefit of their respective successors and assigns. Neither Party shall have the right to assign this Agreement without prior written consent of the other Party.

6.3 Notices. All notices, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by Federal Express, DHL Express or a similar overnight courier to, (b) five (5) days after being deposited in any United States Post Office enclosed in a postage prepaid and registered or certified envelope addressed to, or (c) when successfully transmitted by fax or e-mail (with a confirming copy of such communication to be sent as provided in clauses (a) or (b) above) to, the Party for whom intended, at the address, fax number or e-mail address for such Party set forth below (or at such other address, fax number or e-mail address for a party as shall be specified by like notice, provided, however, that any notice of change of address, fax number or e-mail address shall be effective only upon receipt):

If to CBLI, to it at:

Cleveland BioLabs, Inc.

73 High Street

Buffalo, New York USA 14203

Attention: Chief Executive Officer

Facsimile: +1-716-849-6820

Email: [email protected]

With copy (which shall not constitute notice) to:

Cooley LLP

500 Boylston Street

Boston, Massachusetts 02116

Attention: Marc Recht

 

- 5 -

---

Facsimile: +1-617-937-2400

Email: [email protected]

If to Mogutov, to him at:

121069 Stoloviy pereulok, 6

Moscow 121069

Facsimile: +7 495 9747401

Email: [email protected]

If to Incuron, to it at:

Chief Executive Officer

6 Stolovy pereulok,

Moscow, Russia 121069

E-Mail: [email protected]

6.4 Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement or any other Transaction Agreement (other than the Initial Purchase Agreement and Second Purchase Agreement) shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each Party agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Agreement or any other Transaction Agreement (other than the Purchase Agreements and whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) (“Legal Proceeding”) except as otherwise provided herein must be brought in the U.S. District Court for the Western District of New York (Buffalo Division) or, only to the extent that there is no federal jurisdiction, any state court of New York sitting in Buffalo. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Buffalo, New York for the adjudication of any Legal Proceeding and hereby irrevocably waives, and agrees not to assert in any such Legal Proceeding any claim that it is not personally subject to the jurisdiction of any such court or that any such court is an inconvenient venue. Each Party hereby irrevocably waives personal service of process and consents to process being served in any Legal Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either Party shall commence a Legal Proceeding, then the prevailing Party in such Legal Proceeding shall be reimbursed by the other Party for any and all related costs, charges and expenses, including reasonable attorneys’ fees. A Party that successfully moves to dismiss a Legal Proceeding is, without limitation, a prevailing Party. This Section 6.4 shall survive the expiration or earlier termination of this Agreement.

6.5 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning or construction of any of the terms hereof. Unless otherwise specified, any reference in this Agreement to a particular section, clause or other subdivision, or a particular schedule or exhibit, shall be considered a reference to that section, clause or other subdivision of, or to that schedule or exhibit to, this Agreement.

6.6 Entire Agreement. This Agreement, together with the Transaction Agreements referred to herein, embody the entire agreement among the Parties in relation to its subject matter, and supersedes in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written among the Parties, relating to such subject matter.

 

- 6 -

---

6.7 Severability. Each section, subsection and lesser section of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. In the event that any provision of this Agreement shall finally be determined to be unlawful, all such provisions shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intent of the Parties hereto to the extent permissible under law.

6.8 Waivers and Amendments. This Agreement may be amended or modified in whole or in part only by a writing that makes reference to this Agreement executed by the Parties. The obligations of any Party hereunder may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Party claimed to have given the waiver; provided, however, that any waiver by any Party of any violation of, breach of, or default under any provision of this Agreement or any other agreement provided for herein shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other violation of, breach of or default under any other provision of this Agreement or any other agreement provided for herein.

6.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, and fax or electronic copy of a signature shall be deemed to be an original for all purposes; provided that an original of such fax or electronic signature shall be delivered within five (5) days thereof.

6.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns, any legal or equitable rights hereunder.

6.11 Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

6.12 Interpretation. Each Party has been represented by independent counsel of its choosing with respect to the preparation and execution of this Agreement, the Transaction Agreements and any other agreements and documents contemplated hereby or thereby, and the advice regarding such Party’s rights and obligations hereunder and thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

[Signatures follow]

 

- 7 -

---

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement in counterpart originals by their duly authorized officers and representatives effective as of the Agreement Date.

 

[Signature Page to Master Purchase Agreement]

Exhibit 2.2

OPTION AGREEMENT

This Option Agreement (this “Agreement”) is made and entered into as of April 29, 2015 (the “Effective Date”), by and among Cleveland BioLabs, Inc., a Delaware corporation (“CBLI”), and Mikhail Mogutov, an individual (“Purchaser”). CBLI and Mogutov are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, the Parties have entered into a Master Purchase Agreement, dated as of the date hereof (the “Master Agreement”).

WHEREAS, immediately following the Closing (as defined in the Master Agreement), CBLI will own of 11.74% of the participation interests (the “LLC Interests”) in Incuron, LLC, a limited liability company formed under the laws of the Russian Federation (“Incuron”) and CBLI desires to grant to Purchaser an exclusive irrevocable option to acquire at his option, 100% of the LLC Interests; and

WHEREAS, upon exercise by Purchaser of the option, Purchaser will enter into the applicable Agreement for Sale and Purchase of LLC Interests pursuant to which Purchaser will purchase from CBLI, the LLC Interests on the terms and conditions set forth therein.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements set forth below, the Parties agree as follows:

1. DEFINITIONS. The terms in this Agreement with initial letters capitalized that are not defined herein shall have the meaning set forth in the Master Agreement.

2. OPTION.

2.1. Option. Subject to the terms and conditions hereof, CBLI hereby grants to Purchaser the exclusive, irrevocable right, exercisable at Purchaser’s sole discretion at any time during the period starting at the Effective Date and ending on December 31, 2015 to purchase from CBLI on the terms and conditions contained in the Agreement for Sale and Purchase of LLC Interests for the Option attached as Exhibit A (the “Purchase Agreement”), the LLC Interests during such periods and at such amounts indicated in the table below, which shall be paid in cash by wire transfer of immediately available funds.

 

		Option Period Start Date		Option Period End Date		Option Exercise Price
First Option Period		Effective Date		June 30, 2015		US$1,000,000
Second Option Period		July 1, 2015		July 31, 2015		US$1,050,000
Third Option Period		August 1, 2015		August 31, 2015		US$1,100,000
Fourth Option Period		September 1, 2015		September 30, 2015		US$1,150,000
Fifth Option Period		October 1, 2015		October 31, 2015		US$1,200,000
Sixth Option Period		November 1, 2015		November 30, 2015		US$1,250,000
Seventh Option Period		December 1, 2015		December 31, 2015		US$1,300,000

2.2. Option Exercise. Purchaser may exercise the Option by providing written notice thereof to CBLI (the “Option Exercise Notice”) and depositing the Option Exercise Price in an escrow account pursuant to the Option Escrow Agreement attached hereto as Exhibit B (the date on which the last of such events occurs, the “Option Exercise Notice Date”), at any time during the applicable option period and within ten (10) Business Days following the delivery of the Option Exercise Notice Date, CBLI shall

 

1

---

provide Incuron with the list of documents set forth Option Exercise Notice and the Parties shall execute the Purchase Agreement set forth on Exhibit A providing for the payment of the Option Exercise Price and obtain notarial certification of the Purchase Agreement and otherwise take the necessary steps to effectuate the transfer of the LLC Interests in accordance with Russian Law and deliver to the other parties thereto the Stock Purchase Agreement set forth on Exhibit A.

3. MISCELLANEOUS

3.1. Term. This Agreement shall continue in force and effect for a period commencing on the Effective Date until the end of the Seventh Option Period unless (a) Purchaser exercises the Option, in which case, this Agreement shall expire immediately following the closing of the transaction contemplated by the related Purchase Agreement (or termination thereof) (such period, the “Term”). Termination or expiration of this Agreement shall not relieve the Parties of any liability or obligation that accrued hereunder prior to the effective date of such termination or expiration.

3.2. Assignment. No Party may, without the consent of the other Party, assign or transfer any of its rights and obligations hereunder; provided that any assignment by Purchaser, in whole or in part, shall be subject to CBLI’s reasonable consent. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding on the Parties’ successors and assigns. Any assignment or transfer in violation of the foregoing shall be null and void and wholly invalid, the assignee or transferee in any such assignment or transfer shall acquire no rights whatsoever, and the non-assigning, non-transferring Party shall not recognize, nor shall it be required to recognize, such assignment or transfer.

3.3. Notices. All notices, consents and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand or by Federal Express, DHL Express or a similar overnight courier to, (b) five (5) days after being deposited in any United States Post Office enclosed in a postage prepaid and registered or certified envelope addressed to, or (c) when successfully transmitted by fax or e-mail (with a confirming copy of such communication to be sent as provided in clauses (a) or (b) above) to, the Party for whom intended, at the address, fax number or e-mail address for such Party set forth below (or at such other address, fax number or e-mail address for a party as shall be specified by like notice, provided, however, that any notice of change of address, fax number or e-mail address shall be effective only upon receipt):

If to CBLI, to it at:

Cleveland BioLabs, Inc.

73 High Street

Buffalo, New York USA 14203

Attention: Chief Executive Officer Facsimile: +1-716-849-6820

Email: [email protected]

With copy (which shall not constitute notice) to:

Cooley LLP

500 Boylston Street

Boston, Massachusetts 02116

Attention: Marc Recht

Facsimile: +1-617-937-2400

 

2

---

Email: [email protected]

If to Mogutov, to him at:

121069 Stoloviy pereulok, 6

Moscow 121069

Facsimile: +7 495 9747401

Email: [email protected]

Any such notice shall be deemed given on the date received, except any notice received after 5:30 p.m. (in the time zone of the receiving Party) on a Business Day or received on a non-Business Day shall be deemed to have been received on the next Business Day. A Party may add, delete, or change the person or address to which notices should be sent at any time upon written notice delivered to the other Parties in accordance with this Section 3.3.

3.4. Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Agreement or any other Transaction Agreement (other than the Initial Purchase Agreement and Second Purchase Agreement) shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each Party agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Agreement or any other Transaction Agreement (other than the Purchase Agreements and whether brought against a Party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) (“Legal Proceeding”) except as otherwise provided herein must be brought in the U.S. District Court for the Western District of New York (Buffalo Division) or, only to the extent that there is no federal jurisdiction, any state court of New York sitting in Buffalo. Each Party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Buffalo, New York for the adjudication of any Legal Proceeding and hereby irrevocably waives, and agrees not to assert in any such Legal Proceeding any claim that it is not personally subject to the jurisdiction of any such court or that any such court is an inconvenient venue. Each Party hereby irrevocably waives personal service of process and consents to process being served in any Legal Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either Party shall commence a Legal Proceeding, then the prevailing Party in such Legal Proceeding shall be reimbursed by the other Party for any and all related costs, charges and expenses, including reasonable attorneys’ fees. A Party that successfully moves to dismiss a Legal Proceeding is, without limitation, a prevailing Party. This Section 3.4 shall survive the expiration or earlier termination of this Agreement.

3.5. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning or construction of any of the terms hereof. Unless otherwise specified, any reference in this Agreement to a particular section, clause or other subdivision, or a particular schedule or exhibit, shall be considered a reference to that section, clause or other subdivision of, or to that schedule or exhibit to, this Agreement.

3.6. Entire Agreement. This Agreement, the Option Escrow Agreement, the Purchase Agreement, the Master Agreement and the other Transaction Agreements, embody the entire agreement

 

3

---

among the Parties in relation to its subject matter, and supersedes in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written among the Parties, relating to such subject matter.

3.7. Severability. Each section, subsection and lesser section of this Agreement constitutes a separate and distinct undertaking, covenant and/or provision hereof. In the event that any provision of this Agreement shall finally be determined to be unlawful, all such provisions shall be deemed severed from this Agreement, but every other provision of this Agreement shall remain in full force and effect, and in substitution for any such provision held unlawful, there shall be substituted a provision of similar import reflecting the original intent of the Parties hereto to the extent permissible under law.

3.8. Waivers and Amendments. This Agreement may be amended or modified in whole or in part only by a writing that makes reference to this Agreement executed by the Parties. The obligations of any Party hereunder may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Party claimed to have given the waiver; provided, however, that any waiver by any Party of any violation of, breach of, or default under any provision of this Agreement or any other agreement provided for herein shall not be construed as, or constitute, a continuing waiver of such provision, or a waiver of any other violation of, breach of or default under any other provision of this Agreement or any other agreement provided for herein.

3.9. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument, and fax or electronic copy of a signature shall be deemed to be an original for all purposes; provided that an original of such fax or electronic signature shall be delivered within five (5) days thereof.

3.10. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and nothing herein expressed or implied shall give or be construed to give to any person or entity, other than the parties hereto and such assigns, any legal or equitable rights hereunder.

3.11. Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

3.12. Interpretation. Each Party has been represented by independent counsel of its choosing with respect to the preparation and execution of this Agreement, the Transaction Agreements and any other agreements and documents contemplated hereby or thereby, and the advice regarding such Party’s rights and obligations hereunder and thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the Party drafting an instrument or causing any instrument to be drafted.

3.13. Further Assurances. Each Party shall execute, acknowledge and deliver such further instruments, and do all such other acts, as may be necessary or appropriate in order to carry out the expressly stated purposes and the clear intent of this Agreement.

[Signature Page Follows]

 

4

---

IN WITNESS WHEREOF, the Parties have caused this Option Agreement to be executed by their respective duly authorized officers as of the Effective Date.

 

 

5

Exhibit 10.1

Execution version

ROYALTY AGREEMENT

This Royalty Agreement (the “Royalty Agreement”), dated as of April 29, 2015 (“Agreement Date”), is by and between Cleveland BioLabs, Inc., a Delaware corporation (“CBLI”), and Incuron LLC, a limited liability company organized under the laws of the Russian Federation (“Incuron”; together with CBLI, the “Parties”, and each a “Party”).

WHEREAS, CBLI has the full and exclusive right to certain inventions described in Patent Rights;

WHEREAS, in consideration of the assignment of the Patent Rights Incuron is willing to pay royalties on Net Sales of the Royalty-bearing Products, sublicense fees and Change of Control transactions as set forth herein; and

NOW, THEREFORE, for and in consideration of the promises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto expressly agree as follows:

 

1.	DEFINITIONS

As used in this Agreement, the following terms shall have the meanings ascribed thereto:

 

1.1.

“Affiliates” means any Person that, directly or indirectly, owns, or controls through one or more intermediaries (through ownership of at least fifty percent (50%) of the entity’s common stock or other ownership interest or through its right to control the management thereof) another Person. For the avoidance of doubt, the term Affiliates shall include, but not be limited to those Persons listed on Exhibit A.

 

1.2.

“Business Day” means a day other than a Saturday, Sunday, or a federal holiday in either the United States or the Russian Federation.

 

1.3.

“Change of Control” means the sale of all or substantially all of the assets of Incuron (including Curaxin Technology); any merger, consolidation or acquisition of Incuron with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the equity interests of Incuron in one or more related transactions, or any of the foregoing relating to the transfer or sale of the business relating to Curaxin-derived Products. Notwithstanding the foregoing, any direct investment in Incuron in the form of debt or equity financing, where such investment is not in consideration for transfer by Incuron of any rights to Curaxin Technology or Curaxin-derived Products, shall not be deemed to be a Change of Control.

 

1.4.

“Curaxin-derived Product(s)” means any product, process or service that incorporates, utilizes or is made with the use of the Curaxin Technology and/or the Patent Rights.

 

1.5.

“Curaxin Technology” means any technology related to or utilizing CBL0137, a novel DNA intercalator that inhibit NF-kB and activates p53 through suppression of Facilitates Chromatin Transcription (FACT).

 

1.6.

“Improvement Products” means any new or modified product, process or service that (i) performs the same or similar function as the Curaxin-derived Product(s), or (ii) could not have been discovered, made or used without the use of the Curaxin Technology and/or the Patent Rights.

 

1.7.

“Net Sales” means the gross amount received by Incuron, or its Affiliates as consideration for the sale, lease, sublease, license, sublicense or other transfer for value to a Third Party of Royalty-bearing Products, less:

 

(a)

any royalty, license, milestones and other payments for intellectual property rights acquired and/or licensed by Incuron or Sublicensee in relation to development, manufacturing and/or distribution of Royalty-bearing Product(s);

 

-1-

---

Execution version

 

(b)

customary trade quantity or cash discounts, credits, and allowances to the extent actually allowed and taken, (collectively, “Credits”), provided, however that Credits shall not include any discounts, credits or allowances given with respect to the sale of a Royalty-bearing Product below cost for the purpose of inducing the purchase of another product;

 

(c)

credits or refunds separately and actually credited or paid by reason of rejection or return of a Royalty-bearing Product in an amount not to exceed the originally invoiced amount;

 

(d)

to the extent separately stated on purchase orders, invoices or other documents of sale, excise, sales or use taxes that are actually paid, absorbed or allowed by or on behalf of Incuron, an Affiliate, or Sublicensee for the sale a Royalty-bearing Product;

 

(e)

discounts or rebates mandated by, or granted to meet the requirements of, applicable law, including government-mandated rebate or discount programs; and

 

(f)

any taxes, duties, fees, excises, tariffs

all in accordance with standard allocation procedures, allowance methodologies and accounting methods consistently applied.

The term “Net Sales” in the case of non-cash sales, shall mean the fair market value of all equivalent or other consideration received by Incuron for the sale, lease, sublease, license, sublicense or other transfer for value of the Royalty-bearing Products.

 

1.8.

“Patent Rights” means International (PCT) patent application Serial No. PCT/US15/24514 entitled COMBINATION THERAPIES WITH CURAXINS filed at the U.S. Patent and Trademark Office, as Receiving Office, the inventions described and claimed therein, and all other pending patent applications or parts thereof and any patent which issues from any such pending applications and any and all divisions, reissues, re-examinations, renewals, continuations, continuations-in-part to the extent the claims are directed to subject matter described in the aforementioned patent application, and all other patent applications that are filed in the future that incorporate or rely upon the Curaxin Technology, including, all other pending patent applications or parts thereof and any patent which issues from any such future applications and any and all divisions, reissues, re-examinations, renewals, continuations, continuations-in-part to the extent the claims are directed to subject matter described in such future patent application and are dominated by the claims of the existing Patent Rights, and extensions thereof, and all other counterpart, pending or issued patents in all other countries.

 

1.9.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

 

1.10.

“Royalties” shall have the meaning set forth in Section 3.1.

 

1.11.

“Royalty-bearing Product(s)” means the Curaxin-derived Products and the Improvement Products.

 

1.12.

“Royalty Term” shall have the meaning set forth in Section 6.1.

 

1.13.

“Sublicensee” means a licensee or sublicensee of any of the Curaxin Technology and/or Patent Rights, excluding licensees or sublicensees that are the Affiliates of Incuron.

 

1.14.

“Third Party” means any entity other than CBLI, Incuron, and their respective Affiliates.

 

-2-

---

Execution version

 

2.	ASSIGNMENT

 

2.1.

CBLI does hereby sell, assign and transfer to Incuron, its successors, assigns, and legal representatives, the full and exclusive right to the Patent Rights;

 

2.2.

CBLI does hereby agree that Incuron may apply for and receive Letters Patent for inventions covered by Patent Rights, hereinafter referred to as said inventions, in its own name, in the United States, its territorial possessions, and all foreign countries; and that, when requested to carry out in good faith the intent and purpose of this assignment, at the expense of Incuron, its successors, assigns and legal representatives, the undersigned will execute all continuations-in-part, continuations, divisions, substitutes, reissues, extensions thereof, execute all rightful oaths, declarations, assignments, powers of attorney and other papers, testify in any legal or quasi legal proceedings; communicate to Incuron, its successors, assigns or legal representatives all facts known to the undersigned relating to said invention and the history thereof; and generally do everything possible which Incuron, its successors, assigns, or legal representatives shall consider desirable for aiding in securing, maintaining and enforcing proper patent protection for said invention and for vesting title to said invention and all patents and applications for patents on said invention in Incuron, successors, assigns, or legal representatives; and

 

2.3.

CBLI does hereby covenant with Incuron, its successors, assigns, or legal representatives that no assignment, grant, mortgage, license or other agreement affecting the rights and property herein conveyed has been made to others by the undersigned, and that full right to convey the same has herein expressed is possessed by the undersigned.

 

2.4.

The parties shall execute the assignment agreement attached hereto as Exhibit B for filing with the U.S. Patent and Trademark Office as the receiving office concurrently with this Agreement.

 

3.	CONSIDERATION

 

3.1.

In consideration for and subject to the assignment of the Patent Rights, during Royalty Term Incuron shall pay to CBLI a running royalty of 2% (collectively, the “Royalties”) on:

 

i.

Net Sales received by Incuron or its Affiliates;

 

ii.

any and all consideration received from a Sublicensees to Incuron for the right to sublicense Royalty-bearing Products, including milestones, royalties paid on account of sales, equity or any other consideration received by Incuron for a license or sublicense of the Patent Rights and/or Curaxin Technology); and

 

iii.

all consideration received in connection with the first occurrence of a Change of Control of Incuron (irrespective of when such amounts are paid), provided, however, that if such Change of Control event occurs in a transaction that is not with a Third Party or is not entered into in good faiththen the 2% royalty shall be based on the fair valuation of the assets or equity sold in such transaction. The Parties have agreed that CBLI may only contest the good faith criteria of the Change of Control consideration within six (6) months following the date on which Incuron provides CBLI notice of a definitive agreement.

For the purposes of clarification, nothing set forth in this Section 3.1, shall require the payment of Royalties on any amounts received by Incuron in connection with any direct investment in Incuron in the form of debt or equity financing, where such investment is not in consideration for transfer by Incuron of any rights to Curaxin Technology or Curaxin-derived Products.

 

-3-

---

Execution version

 

4.	ROYALTY REPORTING

 

4.1.

Incuron shall notify CBLI of the date on which Incuron, or any Sublicensee makes the first sale of a Royalty-bearing Product in each country in which it occurs within thirty (30) days of first becoming aware of such sale.

 

4.2.

Incuron shall notify CBLI on the date on which Incuron or its Affiliates enter into a definitive agreement (a) for the license or sublicense of any of the Patent Rights, Curaxin Technology or Royalty-bearing Products, or (b) which will lead to a Change of Control of Incuron and provide to CBLI on such date with a copy of such license, sublicense or Change of Control agreement or an abstract therefrom relating to the consideration due in case of Incuron is restricted by confidentiality from sending the full document and CBLI agrees to be bound by whatever confidentiality constraints are required of Incuron with regard to the documents.

 

4.3.

Following the date of first sale of a Royalty-bearing Product and during the Royalty Term, Incuron shall submit to CBLI within forty-five (45) days after each of March 31, June 30, September 30 and December 31, a royalty report setting forth for such calendar quarter at least the following information:

 

(a)

the number of Royalty-bearing Products sold by Incuron, its Affiliates or Sublicensees in each country;

 

(b)

total revenues for such Royalty-bearing Products received by Incuron or its Affiliates and total revenues for such Royalty-bearing Products reported to be received by a Sublicensee, if applicable, as well as information regarding Incuron’s, or its Affiliates, date of the receipt and currency of payment with regard to any and all receipts used in calculating Net Sales;

 

(c)

the amount of Net Sales of Royalty-bearing Products;

 

(d)

itemized deductions taken to gross sales to determine the amount of Net Sales pursuant to Section 1.7; and

 

(e)

the amount of royalties due, or, if no royalties are due to CBLI for any reporting period, the statement that no royalties are due.

 

4.4.

Incuron shall pay to CBLI within ten (10) Business Days after delivery of each such royalty report the amount of royalties with respect to such calendar quarter.

 

4.5.

All payments due hereunder are payable by wire transfer in United States dollars. For Net Sales receipts in currencies other than the United States dollar, Incuron shall use exchange rates published in The Wall Street Journal on the date of receipt of Net Sales receipts. For payments related to a Change of Control transaction in a currency other than the United States dollar, Incuron shall use the exchange rates published in The Wall Street Journal on the closing date(s) of the Change of Control transaction.

 

4.6.

Late payments shall, unless disputed in writing by Incuron, be subject to late payment interest at an annual rate equal to The Wall Street Journal Prime Rate (as most recently published by The Wall Street Journal prior to the date on which such payment became due) plus 2% per annum, until paid. Incuron shall calculate the correct late payment charge, and shall add it to each such late payment.

 

4.7.

Payments shall be made by wire transfer using the wiring instructions below, which may be amended by CBLI not later than three (3) days prior to the required payment date.

Cleveland BioLabs Inc.

73 High Street Buffalo, NY 14203

Bank: M&T Bank (Manufacturers and Trades Trust Company)

 

-4-

---

Execution version

 

Buffalo, NY

Bank Acct:

ABA:

SWIFT: MANTUS33

 

4.8.

The terms and conditions of Article 3, shall not become effective until such time as Incuron’s rights to the Patent Rights is registered with U.S. Patent and Trademark Office as the receiving office for the filing of the assignment agreement attached hereto as Exhibit B. Incuron shall be responsible and shall incur all costs and expenses of such registrations. Incuron shall file for all registration within five (5) Business Days of the signing of this Agreement and the assignment agreement attached hereto as Exhibit B.

 

5.	RECORDS AND INSPECTION

 

5.1.

As long as Incuron is under obligation to pay Royalty:

 

i.

Incuron shall maintain or cause to be maintained a true and correct set of records pertaining to the use of the Curaxin Technology and Patent Rights and the information by which the payments are calculated under this Agreement;

 

ii.

Incuron agrees to permit an accountant selected and paid by CBLI and reasonably acceptable to Incuron to have, upon not less than five (5) Business Days’ prior written notice, reasonable access during ordinary business hours to such records as are maintained by Incuron to the extent necessary to determine the correctness of any royalty report submitted and/or payment made under this Royalty Agreement for the period not exceeding twelve (12) month prior to notice. In the event that the audit reveals an underpayment of royalties by more than five percent (5%) for the period being audited, the cost of the audit shall be paid by Incuron. Such accountant shall maintain in confidence, and shall not disclose to CBLI, any information concerning Incuron or its operations or properties other than information directly relating to the correctness of such reports and payments.

 

6.	ROYALTY TERM

 

6.1.

The obligation to pay royalties on Royalty-bearing Products shall expire on the tenth (10th) anniversary of the Agreement Date unless the obligation to pay royalties is terminated earlier under this Section 6 (“Royalty Term”).

 

6.2.

Incuron may terminate the obligation to pay Royalties hereunder, at its convenience

 

i.

on or before 30 June 2016, by paying CBLI One Million Five Hundred Thousand U.S. Dollars (US$1,500,000) subject to applicable withholding by wire transfer of immediately available funds to the account listed in Section 3.7, which payment must be received by CBLI not later than 5:00PM EST on 30 June, 2016;

 

ii.

after 30 June 2016 and on or before 30 June, 2017, by paying to CBLI Three Million U.S. Dollars (US$3,000,000) subject to applicable withholding wire transfer of immediately available funds to the account listed in Section 3.7, which payment must be received by CBLI not later than 5:00PM EST on 30 June, 2017; or

 

iii.

after 30 June, 2017 and on or before December 31, 2017, by paying to CBLI Six Million U.S. Dollars (US$6,000,000) subject to applicable withholding by wire transfer of immediately available funds to the account listed in Section 3.7, which payment must be received by CBLI not later than 5:00PM EST on December 31, 2017.

 

iv.

In addition, in the event that Incuron or its Affiliates consummates a Change of Control transaction within the six (6) month period following the payment of any applicable buy-out option amount under this Section 6.2, then Incuron also shall pay to CBLI (immediately upon closing of such transaction) an amount, when added to any prior amount paid under this Section 6.2, would equal the aggregate amount had the buy-out option not been exercised.

 

-5-

---

Execution version

 

6.3.

Incuron’s obligation to pay Royalties pursuant to Section 3.1.i.-ii. shall stop accruing and the obligation to pay further royalties pursuant to Section 3.1.i.-ii. shall terminate without any further effect or consequence upon the full payment by Incuron (or its participants) required pursuant to Section 3.i.iii.

 

6.4.

Incuron may, at its option terminate this agreement sixty (60) days after giving written notice of termination to CBLI in case of CBLI committing any act of bankruptcy, including filing a petition under any bankruptcy or having any such petition filed against it by a party which in not Incuron or its Affiliates and which is not dismissed within sixty (60) days. Notwithstanding the foregoing, CBLI may avoid such termination if before the end of sixty (60) day period, CBLI notifies Incuron in writing that such petition has been dismissed and respective documents and documents confirming such dismissal have need delivered to Incuron’s satisfaction.

 

7.

WITHHOLDING. If Laws require that taxes be withheld with respect to any payments to CBLI under this Agreement, Incuron will: (i) deduct those taxes from the remittable payment, (ii) pay the taxes to the proper Governmental Authority, and (iii) send evidence of the obligation together with proof of tax payment to CBLI, as applicable, on a timely basis following that tax payment. Each Party agrees to cooperate with the other Party in claiming refunds or exemptions from such deductions or withholdings under any relevant agreement or treaty that is in effect. Notwithstanding the foregoing, any payments hereunder that are subject to withholding tax and for which Incuron has provided evidence under (iii) above shall be deemed paid in full upon receipt of the payment and the evidence under (iii).

 

8.	ASSIGNABILITY

 

8.1.

Without the prior written approval of the other Party, which approval cannot be unreasonably withheld except for the cases of transfer or assignment to a competitor of Incuron or its Affiliates, neither this Royalty Agreement nor the rights granted hereunder shall be transferred or assigned in whole or in part by either Party to any person. Notwithstanding the foregoing, either Party may transfer this Royalty Agreement and its rights and obligations hereunder without the other Party’s consent, (i) in connection with the transfer or sale of all or substantially all of its assets or participation interests, or the business to which this Agreement relates, or (ii) to an Affiliate; provided in each case that such transferee expressly assumes all obligations under this Agreement. In addition, Incuron shall assign this Agreement (and provide written evidence of such assignment to CBLI) to any Third Party successor in interest of or acquiror of legal or equitable interest in the Curaxin Technology. This Royalty Agreement shall be binding upon and shall inure to the benefit of the respective successors, legal representatives and assignees of each of the Parties.

 

9.	COVENANTS AND WARRANTIES OF THE PARTIES

 

9.1.

CBLI hereby covenants that it has the full right to convey the entire right, title and interest herein assigned and that it has not executed and will not execute any agreement in conflict herewith.

 

9.2.

CBLI hereby represents and warrants has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by CBLI and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of CBLI and no further action is required by CBLI or its board of directors or its stockholders.

 

9.3.

CBLI hereby covenants and agrees that it will communicate to Incuron all facts known to it pertaining to the inventions represented by the Patent Rights, and, upon the Incuron’s request and at Incuron’s cost, will promptly take such actions as may be reasonably necessary to vest, secure, perfect, protect or enforce the ownership rights and interests of Incuron in and to the Patent Rights.

 

-6-

---

Execution version

 

9.4.

CBLI warrants that (i) it is the sole and exclusive owner of the Patent Rights; (ii) CBLI has the legal right to make the grant of assignment hereunder; (iii) this Agreement is a legal and valid obligation binding upon CBLI and enforceable in accordance with its terms; and (iv) the execution, delivery and performance of this Agreement by CBLI does not conflict with any agreement, instrument or understanding, oral or written, to which CBLI is a party or by which he may be bound.

 

9.5.

Incuron hereby represents and warrants has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by Incuron and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Incuron and no further action is required by Incruon or its board of directors or its participants.

 

9.6.

No Other Representation. Nothing in this Agreement will be construed as a representation or warranty by CBLI: (a) as to the patentability, validity, scope, or usefulness of the Patent Rights; or (b) that the Royalty Bearing Products or anything else made, used, sold, or otherwise disposed of under the Patent Rights or using the Curaxin Technology or this Agreement is or will be free from infringement of third-party patents or other proprietary rights, or other patents or other proprietary rights not included in the Patent Rights.

 

9.7.

DISCLAIMER AND LIMITATION. CBLI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, PERTAINING TO THE MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THE PATENT RIGHTS, THE CURAXIN TECHNOLOGY, THE ROYALTY BEARING PRODUCTS, OR ANYTHING ELSE DISCLOSED, OR OTHERWISE PROVIDED TO INCURON UNDER THIS AGREEMENT.

 

10.

GOVERNMENTAL COMPLIANCE. Incuron shall, during the term specified in Section 6.1 above, comply, and cause its Affiliates and Sublicensees to comply with, all laws of the jurisdictions where the import, export, manufacture, use, sale, marketing, distribution and other commercial exploitation of the Curaxin Technology, Patent Rights, Royalty-bearing Products and any other activity undertaken pursuant to this Royalty Agreement takes place.

 

11.

NOTICES. All notices, reports or other communication pursuant to this Royalty Agreement shall be sent to such Party via (i) United States Postal Service postage prepaid, (ii) overnight courier, or (iii) email or facsimile transmission, addressed to it at its address set forth below or as it shall designate by written notice given to the other Party. Notice shall be sufficiently made, or given and received (a) on the date of mailing, (b) when a facsimile printer reflects transmission or (c) on the date of acknowledgement of email receipt.

 

In the case of CBLI:
Title:		Chief Executive Officer
Address:		73 High Street
		Buffalo, New York 14203
Telephone No.				+1-716-849-6810
Facsimile No.				+1-716-849-6820
E-Mail				[email protected]
In the case of Incuron:
Title:		Chief Executive Officer
Address:		6 Stolovy pereulok, Moscow, Russia 121069
Telephone No.				+7-495-974-74-01, ext.171
Facsimile No.				+7-495-974-74-02
E-Mail				[email protected]

 

12.	GOVERNING LAW. All questions concerning the construction, validity, enforcement and interpretation of this Royalty Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of

 

-7-

---

Execution version

 

conflicts of law thereof. Each party agrees that all legal proceedings concerning the construction, validity, enforcement and interpretation of this Royalty Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) (“Legal Proceeding”) must be brought in the U.S. District Court for the Western District of New York (Buffalo Division) or, only to the extent that there is no federal jurisdiction, any state court of New York sitting in Buffalo. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Buffalo, New York for the adjudication of any Legal Proceeding and hereby irrevocably waives, and agrees not to assert in any such Legal Proceeding any claim that it is not personally subject to the jurisdiction of any such court or that any such court is an inconvenient venue. Each party hereby irrevocably waives personal service of process and consents to process being served in any Legal Proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Royalty Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence a Legal Proceeding, then the prevailing party in such Legal Proceeding shall be reimbursed by the other party for any and all related costs, charges and expenses, including reasonable attorneys’ fees. A party that successfully moves to dismiss a Legal Proceeding is, without limitation, a prevailing party. This Section 12 shall survive the expiration or earlier termination of this Royalty Agreement.

 

13.

ENTIRE AGREEMENT. The terms and conditions herein constitute the entire agreement between the Parties and shall supersede all previous agreements, either oral or written, between the Parties hereto with respect to the subject matter hereof. No agreement of understanding bearing on this Royalty Agreement shall be binding upon either Party hereto unless it shall be in writing and signed by the duly authorized officer or representative of each of the Parties and shall expressly refer to this Royalty Agreement.

 

14.	COUNTERPARTS. This Royalty Agreement may be executed in to or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

15.

FURTHER ASSURANCES. Each of the Parties agree to duly execute and deliver, or cause to be executed and deliver, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, that may be necessary in order to carry out the purpose and intent of this Royalty Agreement.

 

16.

WITHHOLDING. Any payments set forth herein are gross payments. Any withholding or other taxes that Incuron is required by law to withhold and actually withholds and pays on behalf of CBLI with respect to any payments hereunder shall be deducted from gross payments and remitted to the taxing authority; provided, however, that for tax so deducted, Incuron shall furnish CBLI with documentation of the taxes paid on its behalf which are reasonably required by CBLI.

[Signatures follow]

 

-8-

---

Execution version

 

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Royalty Agreement in counterpart originals by their duly authorized officers and representatives effective as of the Agreement Date.

 

[Signature Page to CBLI-Incuron Royalty Agreement]

---

Execution version

 

Exhibit A

Affiliates

BioProcess Capital Partners and its Affiliates

BioProcess Capital Ventures and its Affiliates

Mikhail Mogutov and his Affiliates

 

A-1

---

Execution version

 

Exhibit B

ASSIGNMENT AGREEMENT

This Assignment Agreement (“Agreement”) is dated as of April 29, 2015 (“Effective Date”).

WHEREAS, Cleveland BioLabs, Inc., a Delaware corporation maintaining facilities at 73 High Street Buffalo, NY 14203 (“Assignor”), represented by Leah Brownlee, EVP, Compliance and Operations, has the full and exclusive right to certain inventions for which an application for United States Letters Patent entitled COMBINATION THERAPIES WITH CURAXINS was filed at the U.S. Patent and Trademark Office on April 6, 2014 and assigned U.S. Patent Application Serial No. 61/975,865 and an international (PCT) patent application entitled COMBINATION THERAPIES WITH CURAXINS was filed at the U.S. Patent and Trademark Office, as Receiving Office, on April 6, 2015 and assigned Application Serial No. PCT/US15/24514 (the “Inventions”).

WHEREAS, Assignor’s full and exclusive right is derived from that certain Assignment Agreement with Buffalo BioLabs, LLC a New York limited liability company maintaining facilities at 73 High Street Buffalo, NY 14203, dated April 20, 2015 in which Buffalo BioLabs, LLC transferred to Cleveland BioLabs the full and exclusive right to Inventions;, Buffalo BioLabs, LLC having acquired such rights on the basis of those certain Assignment Agreements with inventor Catherine Burkhart, dated April 20, 2015,

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Cleveland BioLabs, Inc. does hereby:

 

•

sell, assign and transfer to Incuron, LLC (hereinafter referred to as “Assignee”), a Russian limited liability company having a place of business at 6 Stolovy pereulok, Moscow, Russia 121069, represented by Andrey Leonov, CEO, its successors, assigns, and legal representatives, the full and exclusive right to Inventions and related patents and patent applications and to any and all inventions described in the Inventions and the above mentioned patents and patent applications and to any and all inventions described in said patents and patent applications for the United States, its territorial possessions and all foreign countries, and the entire right, title and interest in and to any and all Letters Patent or its equivalents which may be granted therefor in the United States, its territorial possessions and all foreign countries; and in and to any and all provisionals, continuations-in-part, continuations, divisions, substitutes, reissues, extensions thereof, and all other applications for Letters Patent or its equivalents relating thereto which have been or shall be filed in the United States, its territorial possession and/or any foreign countries, and all rights, together with all priority rights, under any of the international conventions, unions, agreements, act, and treaties, including all future conventions, unions, agreements, acts, and treaties;

 

•

agree that Assignee may apply for and receive Letters Patent or its equivalents for the Inventions, in its own name, in the United States, its territorial possessions, and all foreign countries; and that, when requested to carry out in good faith the intent and purpose of this assignment, at the expense of said Assignee, its successors, assigns and legal representatives, the Assignor will execute all continuations-in-part, continuations, divisions, substitutes, reissues, extensions thereof, execute all rightful oaths, declarations, assignments, powers of attorney and other papers, testify in any legal or quasi legal proceedings; communicate to said Assignee, its successors, assigns or legal representatives all facts known to the Assignor relating to the Inventions and the history thereof; and generally do everything possible which said Assignee, its successors, assigns, or legal representatives shall consider desirable for aiding in securing, maintaining and enforcing proper patent protection for the Inventions and for vesting title to the Inventions and all patents and applications for patents on the Inventions in said Assignee, successors, assigns, or legal representatives; and

 

•

covenant with said Assignee, its successors, assigns, or legal representatives that no assignment, grant, mortgage, license or other agreement affecting the rights and property herein conveyed has been made to others by the undersigned, and that full right to convey the same has herein expressed is possessed by the Assignor.

This Agreement embodies the entire agreement among the parties in relation to its subject matter, and supersedes in their entirety all prior contracts, agreements, arrangements, communications, discussions, representations and warranties, whether oral or written among the parties, relating to such subject matter.

 

B-1

---

Execution version

 

IN WITNESS WHEREOF, the parties hereto have executed this Assignment Agreement as of the date first above written.

 

CLEVELAND BIOLABS, INC.
Signature:
Name:		Leah Brownlee
Title:		EVP, Compliance and Operations
INCURON, LLC
Signature:
Name:		Andrey Leonov
Title :		CEO

 

B-1

Exhibit 10.2

 

---

---

---

---

---

---

Exhibit 17.1

April 29, 2015

Board of Directors

Cleveland BioLabs, Inc.

73 High Street

Buffalo, New York USA 14203

I, Elena Kasimova, hereby resign as a member of the Board of Directors of Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), including as a member of any committees or subcommittees of said Board of Directors, subject to and effective as of the “Closing” as such term is defined in that certain Master Purchase Agreement by and among the Company, Mikhail Mogutov, an individual, and Incuron LLC, a limited liability company formed under the laws of the Russian Federation (the “Effective Time”).

I hereby acknowledge (i) that my resignation constitutes a termination under Section 11 of that certain Stock Option Agreement (the “Option Agreement”) by and between myself and the Company dated as of January 27, 2015 and (ii) that any unvested or unexercisable Options (as such term is defined in the Option Agreement) under the Option Agreement shall automatically terminate as of the Effective Time in accordance with Section 11 of the Option Agreement.

In consideration for $1.00, the receipt of which is hereby acknowledged, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, I hereby waive any and all rights to any compensation due to me as a result of my position on the Board of Directors of the Company.

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

CLEVELAND BIOLABS ENTERS INTO AGREEMENT TO RAISE UP TO $4 MILLION THROUGH SALES OF EQUITY STAKE IN INCURON JOINT VENTURE

Increases Focus on Entolimod Development; Streamlines Organization

Buffalo, NY — April 29, 2015 – Cleveland BioLabs, Inc. (NASDAQ: CBLI) today announced that it has entered into an agreement to sell its equity stake in Incuron, LLC (Incuron) to Dr. Mikhail Mogutov, Chairman of the Board of Directors of Incuron, LLC and Chairman of the Investment Committee and founder of Bioprocess Capital Ventures and/or his designee. The transaction has been split into two tranches, with 75% of the Company’s equity stake in Incuron being sold for approximately $3 million on April 29, 2015, and an option being given to Dr. Mogutov to purchase CBLI’s remaining ownership interest in Incuron for approximately $1 million before the end of 2015. In addition, Cleveland BioLabs has assigned its remaining intellectual property for Curaxin CBL0137 to Incuron in exchange for a 2% royalty on the future commercialization, licensing or sale of the Curaxin CBL0137 technology. The proceeds from the first tranche of this transaction are expected to extend CBLI’s cash runway into the third quarter of 2015. Details of the transaction may be referenced in a Form 8-K to be filed shortly.

Yakov Kogan, Ph.D., MBA, Chief Executive Officer, stated, “While we continue to believe in the potential of CBL0137, it is clear this asset will require increasing levels of funding to develop and many years before commercialization, at a time when we have exciting opportunities with our wholly-owned toll-like receptor franchise, including entolimod and CBLB612. As such, this transaction enables us to generate needed financial liquidity, lock-in a non-dilutive royalty, simplify our corporate structure and focus on achieving near-term value driving milestones. Our pre-Emergency Use Authorization (pre-EUA) package for entolimod’s biodefense indication has been sent to the electronic publisher and we plan to submit it to the U.S. Food and Drug Administration in the second quarter of 2015. We continue to negotiate with the Department of Defense office of Congressionally Directed Medical Research Programs regarding two proposals to conduct several pivotal animal efficacy studies and a clinical study to support submission of a Biological Licensure Application.”

“In addition,” continued Dr. Kogan, “a Phase 1 study of entolimod as a cancer immunotherapy in advanced cancer patients has been completed and findings will be presented during the Developmental Therapeutics – Immunotherapy poster session at the 2015 annual meeting of the American Society of Clinical Oncology (ASCO) on May 30, 2015. Dosing is ongoing in a second Phase 1 study of entolimod in patients with advanced cancer in the Russian Federation to expand upon clinical observations made at the higher dose levels in the U.S. study and to gather further statistics on immune response to administrations of entolimod. We have also completed dosing in a Phase 1 healthy subject study of CBLB612 and anticipate releasing data from this study later in the second quarter. The objectives of the CBLB612 study include establishing a maximally tolerated dose, evaluating the safety profile and pharmacokinetics of CBLB612, and characterizing the type, quantity and timing of HSC mobilization.”

---

Incuron will continue to develop Curaxin CBL0137 and will compensate Cleveland BioLabs for ongoing contributions of its personnel to the program. A Phase 1 trial assessing the intravenous administration of Curaxin CBL0137 in patients with metastatic or unresectable advanced solid cancers and lymphomas is underway in multiple centers in the United States. A Phase 1 study assessing the oral administration of Curaxin CBL0137 in patients with advanced solid tumors that are resistant or refractory to current standard treatment is being conducted in several centers in the Russian Federation. No dose-limiting toxicities have been observed in either trial to date.

In addition, the Company announced the resignation of Elena Kasimova, Director of Strategy and Investment of BioProcess Capital Partners and board director of Incuron, from the CBLI board of directors.

About Cleveland BioLabs, Inc.

Cleveland BioLabs, Inc. is an innovative biopharmaceutical company seeking to develop first-in-class pharmaceuticals designed to address diseases with significant medical need. The company’s most advanced product candidate is entolimod, which is being developed for a biodefense indication and as a potential cancer treatment. The company conducts business in the United States and in the Russian Federation through a wholly-owned subsidiary, BioLab 612, LLC and through two joint ventures, Panacela Labs, Inc. and Incuron, LLC. The company maintains strategic relationships with the Cleveland Clinic and Roswell Park Cancer Institute. To learn more about Cleveland BioLabs, Inc., please visit the Company’s website at http://www.cbiolabs.com.

This press release contains certain forward-looking information about Cleveland BioLabs that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. Words such as “expect(s),” “feel(s),” “believe(s),” “will,” “may,” “preparing,” “finalizing,” and “underway” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding Dr. Mogutov’s option to purchase our remaining equity interest in Incuron; our ability to successfully develop and commercialize our therapeutic products; our ability to successfully submit and receive approval of our pre-EUA application for entolimod, the conduct and results of our various clinical trials; our ability to obtain approval from the U.S. Food and Drug Administration of our product candidates; our ability to successfully submit and receive approval of our pre-EUA application for entolimod; and future performance. All of such statements are subject to certain risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements.

These risks and uncertainties include, among others, Dr. Mogutov’s decision to not exercise the option to purchase our remaining equity interest in Incuron; the Company’s failure to successfully and timely develop existing and new products; the Company’s collaborative relationships and the financial risks related thereto; the risks inherent in the early stages of drug development and in conducting clinical trials; the Company’s ability to comply with its obligations under license agreements; the Company’s inability to obtain regulatory approval in a timely manner or at all; subsequent changes in the agreement with the Russian Ministry of Industry and Trade; and the Company’s history of operating losses and the potential for future losses, which may lead the Company to not be able to continue as a going concern. Some of these factors could cause future results to materially differ from the recent results or those projected in forward-looking statements. See also the “Risk Factors” and “Forward-Looking Statements” described in the Company’s periodic filings with the Securities and Exchange Commission.

 

2

---

Contact:

Rachel Levine, Vice President, Investor Relations

Cleveland BioLabs, Inc.

T: (917) 375-2935

E: [email protected]

 

3

---

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

---

You May Also Be Interested In

• Futu Holdings Limited Announces Filing of Its Annual Report on Form 20-F for Fiscal Year 2023
• LANTRONIX ALERT: Bragar Eagel & Squire, P.C. is Investigating Lantronix, Inc. on Behalf of Long-Term Stockholders and Encourages Investors to Contact the Firm
• ROSEN, THE FIRST FILING FIRM, Encourages Luna Innovations Incorporated Investors to Secure Counsel Before Important Deadline in Securities Class Action First Filed by the Firm – LUNA