|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
DELAWARE
|
20-0077155
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification No.)
|
|
|
73 High Street, Buffalo, New York
|
14203
|
(Address of principal executive offices)
|
(Zip Code)
|
|
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
|
|
PAGE
|
|
|
||
ITEM 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
|
|
|
|
||
ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 2.
|
||
ITEM 3.
|
||
ITEM 4.
|
||
ITEM 5.
|
||
ITEM 6.
|
||
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
10,594,828
|
|
|
$
|
5,918,424
|
|
Short-term investments
|
7,382,344
|
|
|
13,701,273
|
|
||
Accounts receivable
|
1,192,476
|
|
|
631,084
|
|
||
Other current assets
|
500,108
|
|
|
442,642
|
|
||
Total current assets
|
19,669,756
|
|
|
20,693,423
|
|
||
Equipment, net
|
66,293
|
|
|
122,958
|
|
||
Restricted cash
|
40,602
|
|
|
37,663
|
|
||
Other long-term assets
|
26,581
|
|
|
26,560
|
|
||
Total assets
|
$
|
19,803,232
|
|
|
$
|
20,880,604
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
246,492
|
|
|
$
|
197,134
|
|
Accrued expenses
|
1,866,730
|
|
|
1,584,826
|
|
||
Deferred revenue
|
105,216
|
|
|
11,892
|
|
||
Accrued warrant liability
|
2,636,187
|
|
|
4,048,900
|
|
||
Total current liabilities
|
4,854,625
|
|
|
5,842,752
|
|
||
Commitments and contingencies
|
—
|
|
|
—
|
|
||
Total liabilities
|
4,854,625
|
|
|
5,842,752
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.005 par value; 10,000,000 shares authorized, 0 shares issued and outstanding as of March 31, 2016 and December 31, 2015
|
—
|
|
|
—
|
|
||
Common stock, $.005 par value; 160,000,000 shares authorized, 10,987,166 shares issued and outstanding as of March 31, 2016 and December 31, 2015
|
54,932
|
|
|
54,932
|
|
||
Additional paid-in capital
|
158,771,586
|
|
|
158,764,985
|
|
||
Other comprehensive loss
|
(407,896
|
)
|
|
(408,051
|
)
|
||
Accumulated deficit
|
(148,646,767
|
)
|
|
(147,978,831
|
)
|
||
Treasury stock, at cost; 0 and 158,900 shares as of March 31, 2016 and December 31, 2015, respectively
|
—
|
|
|
(544,853
|
)
|
||
Total Cleveland BioLabs, Inc. stockholders’ equity
|
9,771,855
|
|
|
9,888,182
|
|
||
Noncontrolling interest in stockholders’ equity
|
5,176,752
|
|
|
5,149,670
|
|
||
Total stockholders’ equity
|
14,948,607
|
|
|
15,037,852
|
|
||
Total liabilities and stockholders’ equity
|
$
|
19,803,232
|
|
|
$
|
20,880,604
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Revenues:
|
|
|
|
||||
Grants and contracts
|
$
|
812,500
|
|
|
$
|
607,329
|
|
Operating expenses:
|
|
|
|
||||
Research and development
|
1,941,240
|
|
|
1,610,970
|
|
||
General and administrative
|
1,183,566
|
|
|
2,307,871
|
|
||
|
3,124,806
|
|
|
3,918,841
|
|
||
Loss from operations
|
(2,312,306
|
)
|
|
(3,311,512
|
)
|
||
Other income (expense):
|
|
|
|
||||
Interest and other income (expense)
|
181,765
|
|
|
(46,394
|
)
|
||
Foreign exchange gain (loss)
|
47,086
|
|
|
(43,735
|
)
|
||
Change in value of warrant liability
|
1,412,713
|
|
|
(49,358
|
)
|
||
Equity in loss of Incuron, LLC
|
—
|
|
|
(247,566
|
)
|
||
Total other income (expense)
|
1,641,564
|
|
|
(387,053
|
)
|
||
Net loss
|
(670,742
|
)
|
|
(3,698,565
|
)
|
||
Net loss attributable to noncontrolling interests
|
2,806
|
|
|
48,243
|
|
||
Net loss attributable to Cleveland BioLabs, Inc.
|
$
|
(667,936
|
)
|
|
$
|
(3,650,322
|
)
|
Net loss attributable to common stockholders per share of common stock, basic and diluted
|
$
|
(0.06
|
)
|
|
$
|
(1.14
|
)
|
Weighted average number of shares used in calculating net loss per share, basic and diluted
|
10,987,166
|
|
|
3,206,249
|
|
|
For the Three Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
Net loss including noncontrolling interests
|
$
|
(670,742
|
)
|
|
$
|
(3,698,565
|
)
|
Other comprehensive loss:
|
|
|
|
||||
Unrealized gain on short-term investments
|
6,722
|
|
|
—
|
|
||
Foreign currency translation adjustment
|
23,321
|
|
|
(39,739
|
)
|
||
Comprehensive loss including noncontrolling interests
|
(640,699
|
)
|
|
(3,738,304
|
)
|
||
Comprehensive loss attributable to noncontrolling interests
|
(27,082
|
)
|
|
63,268
|
|
||
Comprehensive loss attributable to Cleveland BioLabs, Inc.
|
$
|
(667,781
|
)
|
|
$
|
(3,675,036
|
)
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional
Paid-In Capital |
||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||
Balance at December 31, 2015
|
10,987,166
|
|
|
$
|
54,932
|
|
|
158,900
|
|
|
$
|
(544,853
|
)
|
|
$
|
158,764,985
|
|
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,456
|
|
|||
Sale of Treasury Stock
|
—
|
|
|
—
|
|
|
(158,900
|
)
|
|
544,853
|
|
|
(4,855
|
)
|
|||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized gain/loss on short-term investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at March 31, 2016
|
10,987,166
|
|
|
$
|
54,932
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
158,771,586
|
|
|
Accumulated Other
Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
Noncontrolling
Interests |
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
(408,051
|
)
|
|
$
|
(147,978,831
|
)
|
|
$
|
5,149,670
|
|
|
$
|
15,037,852
|
|
Stock based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
11,456
|
|
||||
Sale of Treasury Stock
|
—
|
|
|
—
|
|
|
—
|
|
|
539,998
|
|
||||
Net loss
|
—
|
|
|
(667,936
|
)
|
|
(2,806
|
)
|
|
(670,742
|
)
|
||||
Unrealized gain on short-term investments
|
6,722
|
|
|
—
|
|
|
—
|
|
|
6,722
|
|
||||
Foreign currency translation
|
(6,567
|
)
|
|
—
|
|
|
29,888
|
|
|
23,321
|
|
||||
Balance at March 31, 2016
|
$
|
(407,896
|
)
|
|
$
|
(148,646,767
|
)
|
|
$
|
5,176,752
|
|
|
$
|
14,948,607
|
|
|
For the Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
||||||
Net loss
|
$
|
(670,742
|
)
|
|
$
|
(3,698,565
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
26,617
|
|
|
65,639
|
|
||
Non-cash investment income
|
(9,410
|
)
|
|
—
|
|
||
Noncash compensation
|
11,457
|
|
|
33,640
|
|
||
Warrant issuance costs
|
—
|
|
|
617,776
|
|
||
Equity in loss of Incuron, LLC
|
—
|
|
|
247,566
|
|
||
Change in value of warrant liability
|
(1,412,713
|
)
|
|
49,358
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable and other current assets
|
(554,013
|
)
|
|
(113,235
|
)
|
||
Other long-term assets
|
—
|
|
|
3,986
|
|
||
Accounts payable and accrued expenses
|
268,358
|
|
|
311,922
|
|
||
Deferred revenue
|
83,703
|
|
|
254,363
|
|
||
Net cash used in operating activities
|
(2,256,743
|
)
|
|
(2,227,550
|
)
|
||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of short-term investments
|
—
|
|
|
(723,661
|
)
|
||
Sale of short-term investments
|
6,335,062
|
|
|
—
|
|
||
Purchase of equipment
|
—
|
|
|
(3,756
|
)
|
||
Proceeds from sale of equipment
|
15,327
|
|
|
—
|
|
||
Decrease in restricted cash
|
—
|
|
|
770,609
|
|
||
Net cash provided by investing activities
|
6,350,389
|
|
|
43,192
|
|
||
Cash flows from financing activities:
|
|
|
|
||||
Issuance of common stock, net of offering costs
|
—
|
|
|
3,501,457
|
|
||
Repayment of long-term debt and capital leases
|
—
|
|
|
(189,580
|
)
|
||
Net proceeds from sale of treasury stock
|
539,998
|
|
|
—
|
|
||
Net cash provided by financing activities
|
539,998
|
|
|
3,311,877
|
|
||
Effect of exchange rate change on cash and equivalents
|
42,760
|
|
|
24,528
|
|
||
Increase (decrease) in cash and cash equivalents
|
4,676,404
|
|
|
1,152,047
|
|
||
Cash and cash equivalents at beginning of period
|
5,918,424
|
|
|
3,103,969
|
|
||
Cash and cash equivalents at end of period
|
$
|
10,594,828
|
|
|
$
|
4,256,016
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid during the period for interest
|
$
|
—
|
|
|
$
|
47,782
|
|
|
Three Months Ended March 31,
|
|
|
|||||
Customer
|
2016
|
|
2015
|
|
Variance
|
|||
Department of Defense
|
30.4
|
%
|
|
—
|
%
|
|
30.4
|
%
|
Russian Government Agencies
|
41.0
|
%
|
|
58.2
|
%
|
|
(17.2
|
)%
|
Incuron, LLC
|
28.6
|
%
|
|
41.8
|
%
|
|
(13.2
|
)%
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
Unrealized gain (loss) on available-for-sale securities
|
|
Gains and losses on foreign exchange translations
|
|
Total
|
||||||
Beginning balance
|
$
|
(6,190
|
)
|
|
$
|
(401,861
|
)
|
|
$
|
(408,051
|
)
|
Other comprehensive income/(loss) before reclassifications
|
6,722
|
|
|
23,321
|
|
|
30,043
|
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
(29,888
|
)
|
|
(29,888
|
)
|
|||
Ending balance
|
$
|
532
|
|
|
$
|
(408,428
|
)
|
|
$
|
(407,896
|
)
|
|
2015
|
|
Risk-free interest rate
|
1.43
|
%
|
Expected dividend yield
|
0.0
|
%
|
Expected life
|
5.5 Years
|
|
Expected volatility
|
76.66
|
%
|
|
As of March 31,
|
||||
Common Equivalent Securities
|
2016
|
|
2015
|
||
Convertible preferred
|
—
|
|
|
239,135
|
|
Warrants
|
2,222,155
|
|
|
2,876,020
|
|
Options
|
336,942
|
|
|
261,470
|
|
Total
|
2,559,097
|
|
|
3,376,625
|
|
•
|
Level 1 – Observable inputs for identical assets or liabilities such as quoted prices in active markets;
|
•
|
Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable; and
|
•
|
Level 3 – Unobservable inputs in which little or no market data exists, which are therefore developed by the Company using estimates and assumptions that reflect those that a market participant would use.
|
|
As of March 31, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
6,717,952
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,717,952
|
|
Short-term investments
|
7,382,344
|
|
|
—
|
|
|
—
|
|
|
7,382,344
|
|
||||
Total assets
|
$
|
14,100,296
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,100,296
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,636,187
|
|
|
$
|
2,636,187
|
|
|
As of December 31, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
1,885,826
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,885,826
|
|
Short-term investments
|
13,701,273
|
|
|
—
|
|
|
—
|
|
|
13,701,273
|
|
||||
Total assets
|
$
|
15,587,099
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,587,099
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Accrued warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,048,900
|
|
|
$
|
4,048,900
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Stock Price
|
$
|
2.53
|
|
|
$
|
3.49
|
|
Exercise Price
|
$3.00 - $100.00
|
|
|
$3.00 - $100.00
|
|
||
Term in years
|
0.23 – 5.35
|
|
|
0.48 - 5.60
|
|
||
Volatility
|
68.68% - 117.10%
|
|
|
64.00% - 114.74%
|
|
||
Annual rate of quarterly dividends
|
—
|
%
|
|
—
|
%
|
||
Discount rate- bond equivalent yield
|
.13% - 1.27%
|
|
|
.31% - 1.86%
|
|
|
Three Months Ended
March 31, 2016 |
|
Three Months Ended March 31, 2015
|
||||||||
|
Accrued
Warrant
Liability
|
|
Accrued
Warrant
Liability
|
|
Compensatory
Stock Options
Issued After
Year End
|
||||||
Beginning Balance
|
$
|
4,048,900
|
|
|
$
|
862,074
|
|
|
$
|
132,295
|
|
Total (gains) or losses, realized and unrealized, included in earnings (1)
|
(1,412,713
|
)
|
|
49,357
|
|
|
—
|
|
|||
Issuances
|
—
|
|
|
3,636,260
|
|
|
—
|
|
|||
Settlements
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance, Balance
|
$
|
2,636,187
|
|
|
$
|
4,547,691
|
|
|
$
|
132,295
|
|
(1)
|
Unrealized gains or losses related to the accrued warrant liability were included as change in value of accrued warrant liability. There were
no
realized gains or losses for the
three
months ended
March 31, 2016
and
2015
.
|
|
Total Stock
Options
Outstanding
|
|
Weighted
Average Exercise
Price per Share
|
|
Nonvested
Stock Options
|
|
Weighted
Average Grant
Date Fair Value
per Share
|
||||||
December 31, 2015
|
343,643
|
|
|
$
|
46.60
|
|
|
42,000
|
|
|
$
|
1.99
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Vested
|
—
|
|
|
—
|
|
|
(16,000
|
)
|
|
2.02
|
|
||
Forfeited, Canceled
|
(6,701
|
)
|
|
74.12
|
|
|
—
|
|
|
—
|
|
||
March 31, 2016
|
336,942
|
|
|
$
|
46.05
|
|
|
26,000
|
|
|
$
|
1.98
|
|
|
As of March 31, 2016
|
||||||
|
Stock Options
Outstanding
|
|
Vested Stock
Options
|
||||
Quantity
|
336,942
|
|
|
310,942
|
|
||
Weighted-average exercise price
|
$
|
46.05
|
|
|
$
|
49.64
|
|
Weighted Average Remaining Contractual Term (in Years)
|
6.53
|
|
|
6.32
|
|
||
Intrinsic value
|
$
|
—
|
|
|
$
|
—
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Program
|
|
Three Months Ended March 31,
|
|
|
||||||||
Funding Source
|
2016
|
|
2015
|
|
Variance
|
||||||||
DoD
|
JWMRP Contract (1)
|
|
$
|
219,101
|
|
|
$
|
—
|
|
|
$
|
219,101
|
|
DoD
|
PRMRP Contract (2)
|
|
27,781
|
|
|
—
|
|
|
27,781
|
|
|||
MPT
|
CBLB612 pre-clinical (3)
|
|
262,551
|
|
|
217,070
|
|
|
45,481
|
|
|||
MPT
|
Entolimod colorectal cancer (3)
|
|
5,912
|
|
|
39,998
|
|
|
(34,086
|
)
|
|||
Incuron
|
Service contracts
|
|
232,479
|
|
|
253,734
|
|
|
(21,255
|
)
|
|||
|
|
|
747,824
|
|
|
510,802
|
|
|
237,022
|
|
|||
MPT
|
Mobilan pre-clinical (3)
|
|
64,676
|
|
|
96,527
|
|
|
(31,851
|
)
|
|||
|
|
|
$
|
812,500
|
|
|
$
|
607,329
|
|
|
$
|
205,171
|
|
(1)
|
The Congressionally Directed Medical Research Programs (CDMRP) Joint Warfighter Medical Research Program (JWMRP) contract was awarded on September 1, 2015.
|
(2)
|
The CDMRP Peer Reviewed Medical Research Program (PRMRP) grant was awarded effective as of September 30, 2015.
|
(3)
|
The grants received from Russian government entities are denominated in Russian Rubles (RUB). The revenue above was calculated using average exchange rates for the periods presented.
|
|
|
|
|
|
|
|
|
As of March 31, 2016
|
||||||||||||||
Funding Source
|
|
Program
|
|
Total Award
Value
|
|
Funded Award
Value
|
|
Cumulative
Revenue
|
|
Funded
Backlog
|
|
Unfunded Backlog
|
||||||||||
DoD
|
|
JWMRP Contract
|
|
$
|
9,226,455
|
|
|
$
|
9,226,455
|
|
|
$
|
412,317
|
|
|
$
|
8,814,138
|
|
|
$
|
—
|
|
DoD
|
|
PRMRP Contract
|
|
6,573,992
|
|
|
6,573,992
|
|
|
47,955
|
|
|
6,526,037
|
|
|
—
|
|
|||||
MPT
|
|
CBLB612 Pre-clinical (1)
|
|
3,341,180
|
|
|
3,341,180
|
|
|
3,023,317
|
|
|
317,863
|
|
|
—
|
|
|||||
MPT
|
|
Entolimod Colorectal Cancer (1)
|
|
3,030,071
|
|
|
2,360,928
|
|
|
2,024,223
|
|
|
336,705
|
|
|
669,143
|
|
|||||
|
|
|
|
22,171,698
|
|
|
21,502,555
|
|
|
5,507,812
|
|
|
15,994,743
|
|
|
669,143
|
|
|||||
MPT
|
|
Mobilan Pre-clinical (1)
|
|
3,179,521
|
|
|
3,179,521
|
|
|
2,767,437
|
|
|
412,084
|
|
|
—
|
|
|||||
|
|
|
|
$
|
25,351,219
|
|
|
$
|
24,682,076
|
|
|
$
|
8,275,249
|
|
|
$
|
16,406,827
|
|
|
$
|
669,143
|
|
(1)
|
The grants received from MPT are denominated in Russian Rubles (RUB). Cumulative Revenue includes contract receipts-to-date and outstanding receivables. Backlog amounts are valued at the period end exchange rate. Funded Award Value is the sum of Cumulative Revenue and Funded Backlog. Total Award Value is the sum of Funded Award Value and Unfunded Backlog.
|
|
Three Months Ended March 31,
|
|
|
||||||||
|
2016
|
|
2015
|
|
Variance
|
||||||
Entolimod for Biodefense Applications
|
$
|
871,511
|
|
|
$
|
905,483
|
|
|
$
|
(33,972
|
)
|
CBLB612
|
377,976
|
|
|
250,625
|
|
|
127,351
|
|
|||
Entolimod for Oncology Indications
|
512,996
|
|
|
224,453
|
|
|
288,543
|
|
|||
|
1,762,483
|
|
|
1,380,561
|
|
|
381,922
|
|
|||
Curaxins
|
117,579
|
|
|
158,277
|
|
|
(40,698
|
)
|
|||
Panacela product candidates
|
61,178
|
|
|
72,132
|
|
|
(10,954
|
)
|
|||
Total research & development expenses
|
$
|
1,941,240
|
|
|
$
|
1,610,970
|
|
|
$
|
330,270
|
|
•
|
From inception through
March 31, 2016
, we have raised $144.7 million of net equity capital, including amounts received from the exercise of options and warrants. We have also received $7.3 million in net proceeds from the issuance of long-term debt instruments;
|
•
|
DoD and BARDA have funded grants and contracts totaling $60.4 million for the development of entolimod for its biodefense indication;
|
•
|
The Russian Federation has funded us a series of contracts totaling $17.3 million, based on the exchange rates in effect on the date of funding. These contracts include a requirement for us to contribute matching funds, which we have satisfied or expect to satisfy with both the value of developed intellectual property at the time of award, incurred development expenses and future expenses;
|
•
|
We have been awarded $4.0 million in grants and contracts not described above, all of which have been recognized at
March 31, 2016
;
|
•
|
Incuron was formed to develop and commercialize the Curaxins product line, including its lead oncology drug candidate CBL0137. In 2015, we sold our ownership interest for approximately $4.0 million and retain a 2% royalty interest in the CBL0137 technology; and
|
•
|
Panacela was formed to develop and commercialize preclinical compounds, which were transferred to Panacela through assignment and lease agreements. RUSNAO contributed $9.0 million. CBLI contributed $3.0 million plus intellectual property. As of the date of this filing, CBLI owns 66.77% of Panacela.
|
|
For the Three Months Ended
March 31, |
||||||||||
|
2016
|
|
2015
|
|
Variance
|
||||||
Cash flows used in operating activities
|
$
|
(2,256,743
|
)
|
|
$
|
(2,227,550
|
)
|
|
$
|
(29,193
|
)
|
Cash flows provided by investing activities
|
6,350,389
|
|
|
43,192
|
|
|
6,307,197
|
|
|||
Cash flows provided by financing activities
|
539,998
|
|
|
3,311,877
|
|
|
(2,771,879
|
)
|
|||
Effect of exchange rate change on cash and equivalents
|
42,760
|
|
|
24,528
|
|
|
18,232
|
|
|||
Increase in cash and cash equivalents
|
4,676,404
|
|
|
1,152,047
|
|
|
3,524,357
|
|
|||
Cash and cash equivalents at beginning of period
|
5,918,424
|
|
|
3,103,969
|
|
|
2,814,455
|
|
|||
Cash and cash equivalents at end of period
|
$
|
10,594,828
|
|
|
$
|
4,256,016
|
|
|
$
|
6,338,812
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Item 3.
|
Defaults Upon Senior Securities
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Other Information
|
Item 6.
|
Exhibits
|
(a)
|
The following exhibits are included as part of this report:
|
|
CLEVELAND BIOLABS, INC.
|
|
|
|
|
Dated: May 13, 2016
|
By:
|
/s/ YAKOV KOGAN
|
|
|
Yakov Kogan
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated: May 13, 2016
|
By:
|
/s/ C. NEIL LYONS
|
|
|
C. Neil Lyons
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cleveland BioLabs, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: May 13, 2016
|
By:
|
/s/ Yakov Kogan
|
|
|
Yakov Kogan
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Cleveland BioLabs, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: May 13, 2016
|
By:
|
/s/ C. Neil Lyons
|
|
|
C. Neil Lyons
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
1.
|
The Quarterly Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
|
2.
|
The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the period covered by the Quarterly Report.
|
Dated: May 13, 2016
|
By:
|
/s/ Yakov Kogan
|
|
|
Yakov Kogan
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Dated: May 13, 2016
|
By:
|
/s/ C. Neil Lyons
|
|
|
C. Neil Lyons
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
*
|
This certification accompanies the Quarterly Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Quarterly Report). It will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
|