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Form 8-K CLEVELAND BIOLABS INC For: Nov 05

November 5, 2015 7:31 AM EST

 

 

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): November 5, 2015

 

 

Cleveland BioLabs, Inc.

(Exact Name of Issuer as Specified in Charter)

 

 

 

DELAWARE   001-32954   20-0077155

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

73 High Street

Buffalo, NY 14203

(Address of Principal Executive Offices and zip code)

(716) 849-6810

(Registrant’s Telephone Number, Including Area Code)

 

 

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:

 

¨ 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 2.02 Results of Operations and Financial Conditions.

On November 5, 2015, Cleveland BioLabs, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2015. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

 

Item 9.01 Financial Statements and Exhibits.

(d)

 

Exhibit
No.

  

Description

99.1    Press Release titled “Cleveland BioLabs Reports Third Quarter 2015 Financial Results and Development Progress”, dated November 5, 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.

 

    Cleveland BioLabs, Inc.
Date: November 5, 2015     By:  

/s/ YAKOV KOGAN

    Name:   Yakov Kogan
    Title:   Chief Executive Officer

Exhibit 99.1

 

LOGO

 

 

FOR IMMEDIATE RELEASE

CLEVELAND BIOLABS REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS AND DEVELOPMENT PROGRESS

Corporate Update Call at 10:00 am ET Today

Buffalo, NY — November 5, 2015 – Cleveland BioLabs, Inc. (NASDAQ: CBLI) today reported financial results and development progress for the third quarter and nine-month period ended September 30, 2015.

Cleveland BioLabs reported a $3.1 million net loss for the third quarter of 2015, or $0.31 per share, compared to a net loss of $4.1 million, or $1.43 per share, for the same period in 2014. Net loss for the nine-month period was $11.2 million, or $1.93 per share, compared to a net loss of $9.6 million, or $3.64 per share, for the same period in 2014. The improvement in net loss for the third quarter of 2015 was mainly due to the noncash change in the outstanding warrant liability. The increase in loss for the nine –month period was due to the noncash change in the outstanding warrant liability offset by general cost reductions and reduced interest charges related to declining debt balances.

As of September 30, 2015, the Company had $22.5 million in cash, cash equivalents and short-term investments. On July 9, 2015, the Company announced that it sold 6,459,948 unregistered shares of common stock at a price per share of $3.87 for an aggregate of $25.0 million to a venture capital investor. On June 30, 2015, the previously announced option to purchase the Company’s remaining interest in Incuron, LLC for $1.0 million was exercised, and payment for such exercise was received in July 2015. Additionally, in August the Company elected to prepay all of the outstanding obligations under its note payable to Hercules Technology Growth Capital which amounted to approximately $2.0 million.

Yakov Kogan, Ph.D., MBA, Chief Executive Officer, stated, “We have achieved several important milestones during the quarter, including: Significant new funding of $25 million from a strategic investor, and award of $15.8 million from the Department of Defense Congressionally Directed Medical Research Programs. These awards will fund additional studies of entolimod, which are needed for a Biologics License Application. Additionally, we continue to work with the U.S. Food and Drug Administration as they review our pre-Emergency Use Authorization dossier. A positive outcome of this review could enable use of entolimod in an emergency when there are no adequate, approved, and available alternatives, as well as stockpiling by certain US government stakeholders.”

Additional Operational Highlights

 

    Studies demonstrating the ability of entolimod to reduce radiation injury and improve survival when the drug is administered up to 48 hours after lethal radiation exposure in nonhuman primates were published in the peer-reviewed scientific journal, PLOS One on September 14 (http://journals.plos.org/plosone/article?id=10.1371/journal.pone.0135388 or http://www.ncbi.nlm.nih.gov/pubmed/26367124).

 

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    Enrollment continues in a second Phase 1 study of entolimod in patients with advanced cancer in the Russian Federation to expand upon clinical observations made at higher dose levels in a prior U.S. Phase 1 study and to gather further statistics on immune response to administrations of entolimod.

 

    Preparations to begin a Phase 2 evaluation of CBLB612 in a clinical model of chemotherapy-induced myelosuppression are ongoing in the Russian Federation. Enrollment is expected to begin before the end of 2015.

 

    Panacela Labs continues dosing in a Phase 1 study with Mobilan evaluating single injections administered directly into the prostate of patients with prostate cancer.

All of the studies being conducted in the Russian Federation are supported by development contracts with the Russian Federation Ministry of Industry and Trade, or MPT.

Further Financial Results

Revenue for the third quarter of 2015 increased slightly to $0.5 million compared to $0.4 million for the third quarter of 2014. Revenue for the nine-month period decreased to $1.4 million compared to $2.3 million for the same period last year. This decrease primarily related to the final $1.0 million in revenue from the Skolkovo Foundation, which was recognized in 2014 for Curaxin research associated with Incuron, LLC (which was deconsolidated in the fourth quarter of 2014); with offsetting variances in levels of development work reimbursable under other contracts.

Research and development costs for the third quarter of 2015 were unchanged at $2.1 million compared to the same period in 2014. Research and development costs for the nine-month period decreased to $5.2 million compared to $6.8 million for the same period last year. This decrease was primarily due to the deconsolidation of Incuron, LLC and other variances in the levels of outsourced research.

General and administrative costs for the third quarter of 2015 decreased to $1.3 million compared to $1.8 million for the same period in 2014. General and administrative costs for the nine-month period decreased to $5.2 million compared to $6.4 million for the same period last year. These decreases primarily resulted from the deconsolidation of Incuron, LLC and other reductions in personnel and outside professional costs.

At September 30, 2015 the Company had approximately 10.7 million shares of common stock outstanding. In addition, the Company has 356,735 shares of common stock reserved for issuance pursuant to outstanding stock options with a weighted average exercise price of $47.99 and 2.2 million shares of common stock reserved for issuance pursuant to outstanding warrants exercisable at a weighted average price of $13.98.

Conference Call Information

Cleveland BioLabs management will host a conference call at 10:00 a.m. ET today to provide updates and address investor questions regarding general business developments. Interested parties may participate by dialing 877-407-9205 (US) or 201-689-8054 (International), approximately five to ten minutes before the call start time. A live webcast of the conference call will be available on the investor page of the Cleveland BioLabs website at www.cbiolabs.com. A replay of the call will be available starting on November 5, 2015, at 1:00 p.m. ET through November 19, 2015, at 11:59 p.m. ET. Interested parties may access the replay by dialing 877-660-6853 (US) or 201-612-7415 (International) and entering conference ID number 13622699. An archived webcast of the conference call will be available for 90 days on the Investors page of the Cleveland BioLabs website at www.cbiolabs.com.

 

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About Cleveland BioLabs

Cleveland BioLabs, Inc. is an innovative biopharmaceutical company developing novel approaches to activate the immune system and address serious medical needs. The company’s proprietary platform of Toll-like immune receptor activators has applications in radiation mitigation, oncology immunotherapy, and vaccines. The company’s most advanced product candidate is entolimod, which is being developed for a biodefense indication and as an immunotherapy for oncology and other indications. The company conducts business in the United States and in the Russian Federation through a wholly-owned subsidiary, BioLab 612, LLC and a joint venture with OJSC Rusnano, Panacela Labs, Inc. 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 and phrases such as “believe,” “assuming” “we estimate” “will,” “may,” “potential,” “continue,” “proposals,” “expected” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding our ability to successfully develop and commercialize our therapeutic products; our ability to discover and support indications for our therapeutic products; our ability to successfully submit and receive approval of our pre-Emergency Use 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 conduct studies that are required for a Biologics License Application; potential funding from the Department of Defense and other government agencies; 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, 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; the unavailability of funds from the Department of Defense and the Company’s inability to satisfy conditions related thereto; 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.

Contact:

Rachel Levine, Vice President, Investor Relations, Cleveland BioLabs, Inc.

T: (917) 375-2935

E: [email protected]

 

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CLEVELAND BIOLABS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

     September 30,
2015
     December 31,
2014
 
     (Unaudited)         
ASSETS      

Current assets:

     

Cash and cash equivalents

   $ 6,362,679       $ 3,103,969   

Short-term investments

     16,151,455         —     

Accounts receivable

     366,310         267,199   

Other current assets

     505,594         174,179   
  

 

 

    

 

 

 
     23,386,038         3,545,347   

Equipment, net

     151,683         244,537   

Restricted cash

     1,097,579         1,699,759   

Other long-term assets

     26,681         56,131   

Investment in Incuron, LLC

     —           4,268,458   
  

 

 

    

 

 

 

Total assets

   $ 24,661,981       $ 9,814,232   
  

 

 

    

 

 

 
LIABILITIES & STOCKHOLDERS’ EQUITY      

Current liabilities:

     

Accounts payable

   $ 623,293       $ 1,057,743   

Accrued expenses

     1,822,850         1,804,456   

Deferred revenue

     255,530         156,317   

Accrued warrant liability

     5,309,674         862,074   

Current portion of note payable

     2,125,416         2,640,968   

Current portion of capital lease obligation

     —           7,522   
  

 

 

    

 

 

 
     10,136,763         6,529,080   

Long-term debt

     —           1,499,050   

Commitments and contingencies

     —           —     
  

 

 

    

 

 

 

Total liabilities

     10,136,763         8,028,130   

Stockholders’ equity:

     

Total Cleveland BioLabs, Inc. stockholders’ equity/(deficit)

     10,629,096         (1,607,397

Noncontrolling interest in stockholders’ equity

     3,896,122         3,393,499   
  

 

 

    

 

 

 

Total stockholders’ equity

     14,525,218         1,786,102   
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $ 24,661,981       $ 9,814,232   
  

 

 

    

 

 

 

 

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CLEVELAND BIOLABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

     Quarter ended September 30,     Year to Date September 30,  
     2015     2014     2015     2014  

Revenues:

    

Grants and contracts

   $ 501,555      $ 415,126      $ 1,438,792      $ 2,311,467   

Operating expenses:

        

Research and development

     2,052,567        2,068,245        5,246,706        6,832,241   

General and administrative

     1,266,144        1,785,620        5,171,571        6,449,531   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     3,318,711        3,853,865        10,418,277        13,281,772   
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (2,817,156     (3,438,739     (8,979,485     (10,970,305
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

        

Interest and other expense

     (233,343     (68,932     (361,153     (1,010,640

Foreign exchange gain (loss)

     (212,117     (271,699     (190,794     (330,876

Change in value of warrant liability

     46,716        (836,293     (1,482,690     1,663,390   

Equity in loss of Incuron, LLC

     —          —          (362,137     —     
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

     (398,744     (1,176,924     (2,396,774     321,874   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

     (3,215,900     (4,615,663     (11,376,259     (10,648,431

Net loss attributable to noncontrolling interests

     95,701        519,529        161,085        1,005,764   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to Cleveland BioLabs, Inc.

   $ (3,120,199   $ (4,096,134   $ (11,215,174   $ (9,642,667
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share, basic and diluted

   $ (0.31   $ (1.43   $ (1.93   $ (3.64
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average number of shares, basic and diluted

     10,168,342        2,855,510        5,810,293        2,650,808   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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CLEVELAND BIOLABS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

     For the Nine Months Ended September 30,  
     2015     2014  

Cash flows used in operating activities

   $ (8,859,645   $ (11,316,565

Cash flows used in investing activities

     (12,792,474     (1,142,661

Cash flows provided by financing activities

     24,809,045        10,788,298   

Effect of exchange rate change on cash and equivalents

     101,784        (500,106
  

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     3,258,710        (2,171,034

Cash and cash equivalents at beginning of period

     3,103,969        10,048,466   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 6,362,679      $ 7,877,432   
  

 

 

   

 

 

 

 

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