SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 27, 2015
CLEVELAND BIOLABS, INC.
(Exact name of registrant as specified in its charter)
|(State of incorporation)||
73 High Street
Buffalo, New York 14203
(Address of principal executive offices and zip code)
Registrants 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 5.07||Submission of Matters to a Vote of Security Holders.|
Cleveland BioLabs, Inc. (the Company) held a Special Meeting of Stockholders on January 27, 2015 (the Special Meeting). The stockholders considered the two proposals described below, each of which is described in more detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on December 10, 2014. As of December 9, 2014, the record date for the Special Meeting, there were 57,148,241 shares of common stock issued, outstanding and entitled to vote. At the Special Meeting, 42,969,416 shares of common stock were represented in person or by proxy, constituting a quorum. The final number of votes cast for and against with regard to each proposal are set forth below:
Proposal 1: Approve the Amendments to our Restated Certificate of Incorporation . The amendments to the Companys Restated Certificate of Incorporation, as amended, and the authorization of the Companys Board of Directors (the Board) to select and file, in its discretion, one such amendment to effect a reverse stock split of the Companys common stock at a ratio in the range of 1:2 to 1:20, such ratio to be determined in the discretion of the Board, was approved with the votes set forth below:
Proposal 2: The Adjournment of the Special Meeting . The adjournment of the Special Meeting, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 1, was approved with the votes set forth below:
|Item 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
On January 27, 2015, the Company filed a Certificate of Amendment to the Companys Restated Certificate of Incorporation (the Amendment) to effect a reverse stock split of the Companys common stock at a ratio of twenty-to-one (the Reverse Stock Split) with the Secretary of State of Delaware. The Amendment did not change the number of authorized shares, or the par value, of the Companys common stock. The Amendment provides that the Reverse Stock Split will become effective on January 28, 2015, at which time every twenty shares of the Companys issued and outstanding common stock will be automatically combined into one issued and outstanding share of the Companys common stock.
The Amendment was approved by the stockholders of the Company at a special meeting of stockholders held on January 27, 2015, with the ratio of the Reverse Stock Split to be not less than two-to-one and not more than twenty-to-one, as determined by the Companys Board. The Companys Board approved the Amendment with the twenty-to-one ratio on the same date.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
|Item 8.01||Other Events.|
On January 27, 2015, the Company issued a press release regarding the Reverse Stock Split described under Item 5.03 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 Exhibit.|
|3.1||Certificate of Amendment of Restated Certificate of Incorporation of Cleveland BioLabs, Inc.|
|99.1||Press Release dated January 27, 2015|
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: January 27, 2015||CLEVELAND BIOLABS, INC.|
/s/ Yakov Kogan
|Chief Executive Officer|
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF CLEVELAND BIOLABS, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the Corporation) is Cleveland BioLabs, Inc. The date of the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware was June 5, 2003 under the name Cleveland BioLabs, Inc. A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 18, 2010, and a Certificate of Amendment was filed on June 20, 2013.
2. The Restated Certificate of Incorporation, filed on March 18, 2010, as amended, is hereby further amended to change the capitalization of the Corporation by adding the following to the end of Article FOURTH:
Upon the effectiveness of the Certificate of Amendment to the Restated Certificate of Incorporation, as amended, to effect a plan of recapitalization of the Common Stock by effecting a 1-for-20 reverse stock split with respect to the issued and outstanding shares of the Common Stock (the Reverse Stock Split), without any change in the powers, preferences and rights or qualifications, limitations or restrictions thereof, such that, without further action of any kind on the part of the Corporation or its stockholders, every twenty (20) shares of Common Stock outstanding or held by the Corporation in its treasury on January 28, 2015 (the Effective Date) shall be changed and reclassified into one (1) share of Common Stock, $0.005 par value per share, which shares shall be fully paid and nonassessable shares of Common Stock. There shall be no fractional shares issued. A holder of record of Common Stock on the Effective Date who would otherwise be entitled to a fraction of a share shall, in lieu thereof, be entitled to receive one full share.
3. The Amendment of Restated Certificate of Incorporation herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
EXECUTED, this 27th day of January, 2015.
Cleveland BioLabs, Inc.
|By:||/s/ Yakov Kogan|
|Chief Executive Officer|
FOR IMMEDIATE RELEASE
CLEVELAND BIOLABS ANNOUNCES RESULTS OF SPECIAL MEETING OF STOCKHOLDERS AND REVERSE STOCK SPLIT
Buffalo, NY January 27, 2015 Cleveland BioLabs, Inc. (NASDAQ:CBLI) today announced that at a special meeting of stockholders held on January 27, 2015, stockholders authorized the Companys Board of Directors to effect a reverse stock split of the Companys common stock at a ratio in the range of 1:2 to 1:20.
The Board of Directors thereafter approved the filing of a Certificate of Amendment to the Certificate of Incorporation of the Company with the Delaware division of Corporations effecting a 1 for 20 reverse stock split of the common stock of the Company. The reverse stock split is intended to increase the per share trading price of the Companys common stock to satisfy the $1.00 minimum bid price requirement for continued listing on the NASDAQ Capital Market. Notwithstanding the reverse stock split, there can be no assurance that the Company will be able to regain compliance with the minimum bid price or other NASDAQ continued listing requirements or maintain its listing.
Trading of the Companys common stock on the NASDAQ Capital Market will continue, on a split-adjusted basis, with the opening of the markets on Wednesday, January 28, 2015, under new CUSIP number 185860202. Shares of the Companys common stock will continue to trade under the symbol CBLI. Immediately following the reverse stock split, there will be approximately 2.9 million shares of the Companys common stock issued and outstanding, with no change in the nominal par value per share of $0.005. No fractional shares will be issued as a result of the reverse split. A holder of record of Common Stock on the effective date of the reverse split who would otherwise be entitled to a fraction of a share, shall, in lieu thereof, be entitled to receive one full share.
The Companys transfer agent, Continental Stock Transfer and Trust Company will act as its exchange agent for the reverse split. Continental will provide registered shareholders of record as of the effective date a letter of transmittal providing instructions for the exchange of shares. Shareholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to brokers particular processes, and will not be required to take any action in connection with the reverse stock split.
For more information regarding the Companys reverse stock split, please refer to the definitive proxy statement filed by the Company with the Securities and Exchange Commission on Schedule DEF 14A on December 10, 2014. The definitive proxy statement is available online on the companys Investor website page ( http://irdirect.net/CBLI/corporate_overview ) under the SEC Filings tab.
About Cleveland BioLabs
Cleveland BioLabs, Inc. is an innovative biopharmaceutical company seeking to develop first-in-class pharmaceuticals designed to address diseases with significant medical need. The companys lead product candidates are entolimod, which is being developed as radiation countermeasure and a potential cancer treatment, and Curaxin CBL0137, our lead oncology product candidate. The company
conducts business in the United States and in the Russian Federation through our three operating subsidiaries, Incuron, LLC, BioLabs 612, LLC and Panacela Labs, Inc. The company maintains strategic relationships with the Cleveland Clinic, Roswell Park Cancer Institute, and the Childrens Cancer Institute Australia. To learn more about Cleveland BioLabs, Inc., please visit the Companys 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 will, intended to, continue and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the Companys ability to meet and maintain the $1.00 minimum bid price required for continued listing on the NASDAQ Capital Market following the reverse stock split and the Companys ability to maintain its listing on the NASDAQ Capital Market generally. 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 Companys failure to successfully and timely develop existing and new products; the Companys collaborative relationships and the financial risks related thereto; the risks inherent in the early stages of drug development and in conducting clinical trials; the Companys ability to comply with its obligations under license agreements; the Companys inability to obtain regulatory approval in a timely manner or at all; the Companys 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 Companys periodic filings with the Securities and Exchange Commission.
Rachel Levine, Vice President, Investor Relations
Cleveland BioLabs, Inc.
T: (917) 375-2935