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): August 10, 2018

 
Cleveland BioLabs, Inc.
(Exact Name of Registrant as Specified in Charter)
 

DELAWARE
001-32954
20-0077155
(State or Other Jurisdiction of Incorporation)
(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:
o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                             
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
 




Item 1.01. Entry into a Material Definitive Agreement.

As previously reported, on August 6, 2018, Cleveland BioLabs, Inc. (the “ Company ”), Genome Protection, Inc. (“ GPI ”), a
Delaware corporation, and Everon BioSciences, Inc. (“ Everon ”), a New York corporation, entered into a series of related
transactions under which the Company and Everon licensed and assigned certain intellectual property to GPI, a corporation
formed by the Company for the purpose of creating a joint venture between the Company and Everon that will be focused on
developing anti-aging medications. On August 10, 2018, the Company, GPI and Everon entered into agreements with a
third-party investor for the purpose of providing GPI with capital.

Investment in GPI by Norma Investments Limited

On August 10, 2018, GPI, Norma Investments Limited, a British Virgin Islands company (“ Norma ”), the Company and Everon entered into that certain Simple Agreement for Future Equity (the “ SAFE ”). Norma is controlled by investor Roman Abramovich, who also controls Millhouse Capital, LLC, the employer of three members of the Company’s board of directors, Anna Evdokimova, Alexei Nechaev and Ivan Persiyanov, and of which the Company’s majority stockholder is chief executive officer. Under the SAFE, GPI granted Norma the right to purchase shares of GPI’s capital stock in exchange for the payment of up to $30,000,000, of which $10,500,000 was paid shortly after the execution of the SAFE and the remainder may be paid, if at all, in tranches over time.

Under the terms of the SAFE, upon the closing of a transaction in which GPI raises $3,000,000 or more in equity capital from a third party, Norma has the right to require GPI to issue to it the number of shares obtained by dividing the purchase price paid for the SAFE through such date by 50% of the price per share of the equity securities sold to the third party. If GPI experiences a change of control event or completes a firm commitment initial public offering of securities registered under the Securities Act of 1933, as amended, then GPI will, at Norma’s option, either (i) pay to Norma an amount equal to the purchase price paid by Norma through such date under the SAFE plus interest accrued at a rate of 6.33% per year or (ii) issue to Norma shares of its common stock in the number obtained by dividing the purchase price paid by Norma through such date under the SAFE by 50% of the price per share of GPI’s common stock based on GPI’s valuation immediately preceding the consummation of either the change-of-control event or initial public offering. If GPI is dissolved, terminates its operations, makes a general assignment for the benefit of its creditors or liquidates or winds up its affairs, then GPI must pay Norma an amount equal to the purchase price paid by Norma through such date under the SAFE, prior to any distributions are made to any holders of GPI’s capital stock, including the Company. The term of the SAFE is perpetual, terminating only upon the full repayment or conversion of the purchase price paid by Norma to GPI in connection with the events described above.

Under the SAFE, the parties agree that GPI’s board of directors (the “ GPI Board ”) will consist of four members, two of whom will be selected by Norma, one of whom will be selected by the Company and one of whom will be selected by Everon. The SAFE also provides that the parties will agree that a quorum of the GPI Board will require that at least one of the directors selected by Norma be present. Additionally, the SAFE sets forth a number of actions that GPI will be prohibited from taking without the unanimous consent of all of the members of the GPI Board, including, among other things, effecting a change of control transaction, terminating its operations, dissolving or liquidating, amending its organizational documents, transferring or licensing its intellectual property or issuing any shares of capital stock. The SAFE sets forth other matters that must be approved by a majority of the members of the GPI Board, including the incurrence of indebtedness exceeding $100,000, granting a lien or other encumbrance on GPI’s assets, entering into a related party transaction and hiring, terminating or setting the compensation of executive officers. The SAFE contains customary representations and warranties made regarding GPI and Norma, including Norma’s status as an accredited investor. The Company and Everon have each guaranteed, to the extent of their powers as stockholders of GPI, the due and punctual performance by GPI of all of its obligations under the SAFE, and have also agreed to indemnify, on a joint and several basis, Norma for any losses arising out of any misrepresentation or any material breach of the SAFE, up to the amount of the purchase price paid by Norma under the SAFE.

Director Designation Agreement

In connection with the execution of the SAFE, the Company, Everon, GPI and Norma entered into that certain Director Designation Agreement, dated as of August 10, 2018 (the “ Director Designation Agreement ”), pursuant to which the parties made certain commitments as to voting and transfer of their shares of GPI and GPI’s governance. Under the terms of the Director Designation Agreement, the parties agree that the GPI Board will consist of four members, two of whom will be selected by Norma, one of whom will be selected by the Company and one of whom will be selected by Everon. Each party to the Director Designation Agreement also commits to (i) vote its GPI capital stock for the selected designees of the other parties, (ii) cause the director(s) appointed by it to nominate for election the selected designees of the other parties, (iii) vote its GPI capital stock for the removal of a member of the GPI Board if the party that originally selected such person so requests and (iv)




to cause the director(s) appointed by it to vote to fill any vacancy created by the death, resignation or removal of a party’s designee director with the replacement designee selected by such party.

Similar to the SAFE, the Director Designation Agreement sets forth a number of actions that GPI will be prohibited from taking without the unanimous consent of all of the members of the GPI Board, including, among other things, effecting a change of control transaction, terminating its operations, dissolving or liquidating, amending its organizational documents, transferring or licensing its intellectual property or issuing any shares of capital stock. The Director Designation Agreement sets forth other matters that must be approved by a majority of the members of the GPI Board, including the incurrence of indebtedness exceeding $100,000, granting a lien or other encumbrance on GPI’s assets, entering into a related party transaction and hiring, terminating or setting the compensation of executive officers.

The Director Designation Agreement also contains a right of first refusal in favor of Norma under which if either the Company or Everon desires to sell its shares in GPI to a third party, it must first give notice to Norma, which then has the right to purchase some or all of such shares on the same terms and conditions as the selling stockholder had proposed to sell the shares to a third party. If Norma does not elect to purchase all of the shares that either the Company or Everon proposed to sell, then the Company or Everon, respectively, may sell such shares to the third party. Norma is not, however, required to first offer any shares of GPI it proposes to sell to the Company or Everon before selling such shares to a third party.

The foregoing descriptions of the SAFE and the Director Designation Agreement do not purport to be complete and are qualified in its entirety by reference to the terms of the SAFE and the Director Designation Agreement, which are attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by this reference.

Item 8.01. Other Events.

On August 14, 2018, the Company issued a press release titled “Cleveland BioLabs, Inc. Announces formation and Financing of Anti-Aging Joint Venture.”  A copy of the press release is attached hereto as Exhibit 99.1, and incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits


Forward-Looking Statements

This Current Report contains certain forward-looking information about the Company 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 do not relate strictly to historical or current facts. Words and phrases such as “potential,” “may,” “future,” “will,” “would,” “plan,” “anticipate,” “believe,” “intend” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the Company’s future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals or the impact of any laws or regulations applicable to the Company, and plans and objectives of management for future operations. 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.

Factors that could constitute to such differences include, among others, our need for additional financing to meet our business obligations, the risks inherent in the early stages of drug development and in conducting clinical trials; the Company’s plans




and expectations with respect to future clinical trials and commercial scale-up activities; the Company’s ability to attract collaborators with development, regulatory and commercialization expertise and the financial risks related to those relationships; 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 commercialization of the Company’s product candidates, if approved; the Company’s plans to research, develop and commercialize its product candidates; future agreements with third parties in connection with the commercialization of any approved product; the size and growth potential of the markets for the Company’s product candidates, and its ability to serve those markets; the rate and degree of market acceptance of the Company’s product candidates; 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; regulatory developments in the United States and foreign countries; the performance of the Company’s third-party suppliers and manufacturers; the exercise of control by the Company’s majority stockholder; the operation and performance of our joint ventures over which we have limited control; and the success of competing therapies that are or may become available. Any forward-looking statements speak only as of the date on which such statements are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances occurring or arising after the date on which such statement is made, except as is required by law. See also the “Risk Factors” and “Forward-Looking Statements” described in the Company’s periodic filings with the Securities and Exchange Commission.






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: August 14, 2018
By: /s/ YAKOV KOGAN
Name: Yakov Kogan
Title: Chief Executive Officer





Exhibit 10.1

Execution Copy

THIS AGREEMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

Genome Protection, Inc.
SAFE
(Simple Agreement for Future Equity)
THIS SIMPLE AGREEMENT FOR FUTURE EQUITY (THIS “ AGREEMENT ”), DATED AS OF August 10, 2018, CERTIFIES THAT in exchange for the payment in instalments by Norma Investments Limited, a British Virgin Islands company (the “ Investor ”) of up to US$30,000,000.00 (the “ Purchase Amount ”) as specified herein, Genome Protection, Inc. , a Delaware corporation (the “ Company ”), hereby grants to the Investor the right to certain shares of the Company’s capital stock, subject to the terms set forth below. The first installment of the Purchase Amount of US$10,500,000.00 is payable within 3 business days from the date of execution of this Agreement. The subsequent installments shall be made in the amount and within the timeframe determined in a drawdown request by the Company made after the corresponding decision of the Board of Directors, provided the Investor shall be given at least 10 business days’ prior written notice of the requirement to make any payment. It is preliminarily intended that one further instalment shall be advanced at the beginning of 2019 and a further final instalment shall be advanced at the beginning of 2020, but this remains subject to approval by the Board of Directors. The Company shall use the Purchase Amount in accordance with the budget and business plan prepared by the Company, as may be amended from time to time by the Board of Directors of the Company.
In order to induce Investor to enter into this Agreement, Cleveland Biolabs, Inc., a Delaware corporation, (“ CBLI ”) and Everon Biosciences, Inc., a New York corporation, (“ Everon ” and, together with CBLI, the “ Shareholders ”) each hereby irrevocably and unconditionally, jointly and severally, guarantee to the extent of their powers as shareholders of the Company the due and punctual performance by the Company of all of the Company’s obligations hereunder.
1.
Events .
(a) Equity Financing . If there is an Equity Financing at any time after the date of execution of this Agreement by the Company and the Investor, then the Investor shall have the right to require the Company to issue to the Investor and the Company shall have the right to require the Investor to accept the number of shares of Preferred Stock of the Company (the “ New Round Stock ”) obtained by dividing (x) the Purchase Amount actually paid to the Company hereunder by (y) 50% of the price per share of the Preferred Stock sold in the Equity Financing.
In connection with the issuance of such shares of New Round Stock to the Investor pursuant to Section 1(a) : (i) the Investor will execute and deliver to the Company customary subscription, purchase and other documents related to the New Round Stock; provided , that such documents shall be substantially similar to the documents to be entered into with the purchasers of the Preferred Stock sold in the Equity Financing, and provided further that such documents shall include only limited representations and warranties and limited liability and indemnification obligations on the part of the Investor; (ii) the Investor and the Company will execute a Pro Rata Rights Agreement, unless the Investor is already included in such rights in the transaction documents related to the Equity Financing.
(b) Dissolution Event . If there is a Dissolution Event before this Agreement expires or terminates, the Company will pay an amount equal to the Purchase Amount actually disbursed by the Investor to the Investor immediately prior to, or concurrent with, the consummation of the Dissolution Event. The Purchase Amount will be paid prior and in preference to any Distribution of any of the assets of the Company to holders of outstanding Capital Stock by reason of their ownership thereof. If immediately prior to the

SIMPLE AGREEMENT FOR FUTURE EQUITY


consummation of the Dissolution Event, the assets of the Company legally available for distribution to the Investor, as determined in good faith by the Company’s board of directors, are insufficient to permit the payment to the Investor of the Purchase Amount actually disbursed by the Investor, then the entire assets of the Company legally available for distribution will be distributed to the Investor to the extent necessary to satisfy the Company’s obligation hereunder.
(c) Termination. This Agreement will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this Agreement) upon (i) the issuance of New Round Stock to the Investor pursuant to Section 1(a) , (ii) payment in full by the Company of the Purchase Amount actually disbursed upon the occurrence of a Dissolution Event pursuant to Section 1(b), (iii) the payment in full by the Company of the Purchase Amount and/or the issuance of shares of Capital Stock pursuant to Section 1(d) or (iv) if Investor so chooses, pursuant to Section 7(b) . Following such termination, the Investor will have no rights to any Capital Stock and the Company shall have no obligation to issue the Investor any Capital Stock, in each case pursuant to the terms of this Agreement and without prejudice to any other rights the Investor may have.
(d) Liquidity Event . If there is a Liquidity Event before the expiration or termination of this Agreement in accordance with subsection (c) above, the Investor will, at its option either: (i) receive a cash payment equal to the Purchase Amount actually disbursed by the Investor and accrued interest on the Purchase Amount at 6.33 percent per year, accrued on each tranche of the Purchase Amount starting from the date each such tranche was transferred to the bank account of the Company (subject to the following paragraph) by giving at least 10 business days’ prior written notice or, if the Investor does not select the option of cash payment according to subsection (i) then; (ii)  at the written request of the Investor, will promptly issue to the Investor, effective as of immediately prior to the occurrence of the Liquidity Event, a number of shares of Common Stock obtained by dividing (x) the Purchase Amount actually disbursed by the Investor by (y) 50% of the price per share determined by the Company’s pre-money valuation on the day before Liquidity Event (as determined by the Company in its reasonable judgment).
In connection with Section 1(d)(i) , the Purchase Amount actually disbursed by the Investor will be due and payable by the Company to the Investor immediately prior to, or concurrent with, the consummation of the Liquidity Event. If there are not enough funds to pay the Investor in full, then all of the Company’s available funds will be disbursed to the Investor and the Investor will automatically receive the number of shares of Common Stock obtained by dividing (x) the remaining unpaid Purchase Amount actually disbursed by the Investor (plus accrued interest) by 50% of the price per share determined by the Company’s pre-money valuation on the day before Liquidity Event (as determined by the Company in its reasonable judgment), in each case, only to the extent necessary to satisfy the Company’s obligation under Section 1(d)(i) . In connection with a Change of Control intended to qualify as a tax-free reorganization, the Company may reduce, pro rata , the Purchase Amount actually disbursed by the Investor (plus accrued interest) payable to the Investor by the amount determined by its board of directors in good faith to be advisable for such Change of Control to qualify as a tax-free reorganization for U.S. federal income tax purposes, and in such case, the Investor will automatically receive the number of shares of Common Stock equal to the remaining unpaid Purchase Amount actually disbursed by the Investor (plus accrued interest) divided by the price determined as described in this Section hereof.

SIMPLE AGREEMENT FOR FUTURE EQUITY


2.
Definitions .
(a) “ Affiliate ” means in relation to any person, any other person directly or indirectly Controlled by, or Controlling, or under common Control with, that person and, in the case of a trust, any trustee or beneficiary (actual or potential) of that trust and, in the case of an individual, any “ Close Family Member ” (i.e. any spouse or civil partner (former or present), parents (and those of his or her spouse or civil partner), descendants (including any child, whether by blood, adoption or marriage), siblings, aunts, uncles, cousins, nephews, or nieces) of such individual; and (without limitation to the generality of the foregoing) with respect to any person directly or indirectly Controlled by a trust (a “ Controlling Trust ”), an “Affiliate” of that person includes any beneficiary of such Controlling Trust, any Close Family Member of a beneficiary of such Controlling Trust and any other person directly or indirectly Controlled by, or under common Control, with (a) a beneficiary of such Controlling Trust or a Close Family Member of a beneficiary; or (b) a separate trust, with a beneficiary in common with such Controlling Trust or a beneficiary who is a Close Family Member of such Controlling Trust. For the purpose of this definition, “ Control ” means the power of a person to secure, directly or indirectly, (whether by the holding of shares, possession of voting rights or by virtue of any other power conferred by the articles of association, constitution, partnership deed or other documents regulating another person or otherwise) that the affairs of such other person are conducted in accordance with his or its wishes and “Controlled” and “Controlling” shall be construed accordingly.
(b) “ Capital Stock ” means the capital stock of the Company, including, without limitation, the Common Stock and the Preferred Stock.
(c) “ Change of Control ” means: (i) a transaction or series of related transactions in which any “person” or “group” (within the meaning of Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding voting securities of the Company having the right to vote for the election of members of the Company’s board of directors; (ii) any reorganization, merger or consolidation of the Company, other than a transaction or series of related transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Company or such other surviving or resulting entity; or (iii) a sale, lease or other disposition of all or substantially all of the assets of the Company.
(d) “ Common Stock ” means the common stock of the Company.
(e) “ Distribution ” means the transfer to holders of Capital Stock by reason of their ownership thereof of cash or other property without consideration whether by way of dividend or otherwise, other than dividends on Common Stock payable in Common Stock, or the purchase or redemption of Capital Stock by the Company or its subsidiaries for cash or property other than: (i) repurchases of Common Stock held by employees, officers, directors or consultants of the Company or its subsidiaries pursuant to an agreement providing, as applicable, a right of first refusal or a right to repurchase shares upon termination of such service provider’s employment or services; or (ii) repurchases of Capital Stock in connection with the settlement of disputes with any stockholder.
(f) “ Dissolution Event ” means: (i) a voluntary termination of operations; (ii) a general assignment for the benefit of the Company’s creditors; or (iii) any other liquidation, dissolution or winding up of the Company ( excluding a Liquidity Event), whether voluntary or involuntary.
(g) “Equity Financing” means a bona fide transaction or series of transactions with person(s) other than current shareholders of the Company and/or the Investor and its Affiliates with the principal purpose of raising capital, pursuant to which the Company issues and sells shares Preferred Stock at a fixed pre-money valuation and with aggregate proceeds of not less than US$3,000,000. For the avoidance of doubt, any part of the Purchase Amount or any other amount provided under this SAFE shall not be considered an Equity Financing.
(h) “ Initial Public Offering ” means the closing of the Company’s first firm commitment underwritten initial public offering of Common Stock pursuant to a registration statement filed under the Securities Act.
(i) “ Liquidity Event ” means a Change of Control, except for Change of Control resulting from the Equity Financing described in Section 1(a) , or an Initial Public Offering.
(j) “ New Round Stock ” means the Preferred Stock .
(k) “ Preferred Stock ” means preferred stock of the Company.
(l) “ Pro Rata Rights Agreement ” means a written agreement between the Company and the Investor (and holders of other SAFEs, as appropriate) giving the Investor a right to purchase its pro rata share of private

SIMPLE AGREEMENT FOR FUTURE EQUITY


placements of securities by the Company occurring after the Equity Financing , subject to customary exceptions. Pro rata for purposes of the Pro Rata Rights Agreement will be calculated based on the ratio of (1) the number of shares of Capital Stock owned by the Investor immediately prior to the issuance of the securities occurring after the Equity Financing to (2) the total number of shares of Capital Stock on a fully diluted basis, calculated as of immediately prior to the issuance of the securities.
(m) “ SAFE ” means an instrument containing a future right to shares of Capital Stock, similar in form and content to this Agreement, purchased by investors for the purpose of funding the Company’s business operations.
(n) “ Subsequent Convertible Securities ” means convertible securities that the Company may issue after the issuance of this instrument with the principal purpose of raising capital, including but not limited to, other SAFES, convertible debt instruments and other convertible securities.
3. “MFN” Amendment Provision. If the Company issues any Subsequent Convertible Securities prior to termination of this Agreement, the Company will promptly provide the Investor with written notice thereof, together with a copy of all documentation relating to such Subsequent Convertible Securities and, upon written request of the Investor, any additional information related to such Subsequent Convertible Securities as may be reasonably requested by the Investor. In the event the Investor determines that the terms of the Subsequent Convertible Securities are preferable to the terms of this Agreement, the Investor will notify the Company in writing. Promptly after receipt of such written notice from the Investor, the Company agrees to amend and restate this Agreement to be identical to the instrument(s) evidencing the Subsequent Convertible Securities.
4.
Corporate Governance .
(a) Notwithstanding any other provision of this Agreement to the contrary, from the date of the that the Company receives the first tranche of the Purchase Amount in an amount not less than $10,500,000 from the Investor until the termination of this Agreement pursuant to its terms or otherwise:
(i)
the board of directors of the Company shall consist of a maximum of four directors, two of whom shall be appointed by the Investor pursuant to subsection (iii) below, one of whom shall be appointed by CBLI (each such director, and any successor or replacement nominated by the Investor, an “ CBLI Director ”) and one of whom shall be appointed by Everon (each such director, and any successor or replacement nominated by the Investor, an “ Everon Director ”);
(ii)
and at least one Investor Director (as defined below) must be present or otherwise participate (as provided for in subsection (vii ) below) provided that a quorum shall not be less than one-third of all directors then in office at any board meeting for it to be deemed quorate, except that if due notice of a board meeting has been given and a quorum is not present within half an hour from the time appointed for the meeting: the board meeting shall be adjourned to such time and place as the directors of the Company shall determine; the directors of the Company must reconvene the board meeting and give at least three days’ notice of the reconvened meeting stating the date, time and place of the board meeting; and if no quorum is present at the reconvened board meeting within fifteen minutes of the time specified for the start of the board meeting the directors present in person or by proxy at that time shall constitute the quorum for that board meeting;
(iii)
the Investor shall have the right to appoint two of the four directors of the Company (each such director, and any successor or replacement nominated by the Investor, an “ Investor Director ”);
(iv)
if any of Investor Director from time to time resigns or otherwise ceases to be a director of the Company, then the Investor shall have the right to appoint a replacement director to the board of directors of the Company to fill such vacancy;
(v)
A Director may at any time appoint any person who is qualified to be appointed as Director (who may also be a serving Director or an alternate Director of the Company), to act as a substitute or alternate for him ("Alternate Director") at any meeting at which the appointing Director is not present. Every appointment or removal of Alternate Director shall be made in writing or by telegram, e-mail or by facsimile, delivered to the Company.
(vi)
Subject to the provisions of subsection (ii) above in respect to adjourned meeting, unless all of the Directors at that time agree to a shorter notice, or waive notice altogether, every Director shall be given at least ten (10) days’ notice (by letter, facsimile, email or phone) regarding the time and place at which any meeting of the Directors shall be held.
(vii)
Subject to the provisions of the Law, the Directors shall be entitled to hold their meetings by use of

SIMPLE AGREEMENT FOR FUTURE EQUITY


any means of communication, provided that all participating Directors are able to hear each other at the same time.
(viii)
each Investor Director shall be entitled to be a member of any committee of the board of directors whether now existing or hereafter established, except that such Investor Directors will not be entitled to participate in deliberations and decisions relating to any dealings or transactions between the Company and the Investor or that otherwise present a conflict of interest for such Investor Directors;
(ix)
the following matters will require unanimous approval of the elected directors of the Company (which, for the avoidance of doubt, must include the affirmative vote of both Investor Directors):
A.
the entry into an agreement or agreements providing for, or consummation of, any Change of Control;
B.
the entry into an agreement or agreements providing for, or consummation of, any Dissolution Event;
C.
any amendment to the Certificate of Incorporation or Bylaws of the Company; and
D.
transferring, licensing or assigning (out of the ordinary course of business) any intellectual property rights of the Company, including without limitation, the transfer or licensing (out of the ordinary course of business) of any patents, know how or trade secrets of the Company, and any applications relating thereto, or entering into any agreement with any third party with respect to the transfer of any material scientific or technical information;
E.
any sale or issuance of Capital Stock, including the granting of any options, convertible debt or any other instrument that gives or purports to give someone a right to any equity in the Company, except issuances of Capital Stock pursuant to this Agreement or any other Simple Agreement for Future Equity entered into with the prior approval of the board of directors of the Company.
(x)
the following matters will require approval of a majority of the elected directors of the Company:
•
incurring or permitting to subsist any aggregate financial indebtedness in excess of US$100,000, including by way of guaranteeing obligations of any other party, that is not already included in a budget approved by the board of directors of the Company (including the Investor Directors), except for its obligations under this Agreement;
•
granting security over or otherwise encumbering any of its assets;
•
entering into or being a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement;
•
hiring, terminating, or changing the compensation of the executive officers of the Company, including approving any option grants or stock awards to executive officers;
•
changing the principal business of the Company, entering new lines of business, or exiting the current line of business; and
•
transferring, licensing or assigning (out of the ordinary course of business) any material asset of the Company other than intellectual property rights.
(xi)
all other matters i) not specified in paragraphs (viii) or (ix) below; ii) not within the exclusive powers of the shareholders of the Company and/or iii)  not delegated to the officers of the Company shall require approval of a majority of the elected directors of the Company (which, for the avoidance of doubt, must include the affirmative vote of at least one Investor Director).
5. Company Representations . The Company, CLBI and Everon each hereby represents and warrants to the Investor as of the date hereof as follows:
(a) The Company is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
(b) The execution, delivery and performance by the Company of this Agreement is within the power of the Company and, other than with respect to the actions to be taken when equity is to be issued to the Investor, has been duly authorized by all necessary actions on the part of the Company. This Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity. To the knowledge of the Company, it is not in violation of: (i) its current certificate of incorporation or bylaws, (ii) any material statute, rule or regulation applicable to the

SIMPLE AGREEMENT FOR FUTURE EQUITY


Company or (iii) any material indenture or contract to which the Company is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Company, its business, prospects or financial condition and results of operation.
(c) The performance and consummation by the Company of the transactions contemplated by this Agreement do not:
(i)
violate any material judgment, statute, rule or regulation applicable to the Company;
(ii)
result in the acceleration of any material indenture or contract to which the Company is a party or by which it is bound; or
(iii)
result in the creation or imposition of any lien upon any property, asset or revenue of the Company or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Company, its business or operations.
(d) No consents or approvals are required in connection with the performance of this Agreement, other than:
(i)
the Company’s corporate approvals;
(ii)
any qualifications or filings under applicable securities laws; and
(iii)
necessary corporate approvals for the authorization of Capital Stock issuable pursuant to Section 1 .
(e) As of the date hereof, the capital structure of the Company is follows: the only Capital Stock issued and outstanding is Common Stock; 1,000 shares of Common Stock (constituting 50% of the entire issued and outstanding Common Stock) are owned by CBLI; and 1,000 shares of Common Stock (constituting 50% of the entire issued and outstanding Common Stock) are owned by Everon Biosciences, Inc.. There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholders agreements, or agreements of any kind (oral or written) for the purchase or acquisition from the Company of any Capital Stock, except for this Agreement and Simple Agreement for Future Equity for $275,000 between the Company and M.A. Mogutov.
(f) The Company has not agreement, obligation or commitment with respect to the election of any individual or individuals to its board of directors and there be no voting agreement or other arrangement among the Company’s stockholders, except for this Agreement;
(g) The Company has no debts, liabilities or monetary obligations to any Person in excess of US$10,000 in the aggregate. Since incorporation of the Company, the operations and business of the Company have been conducted in all respects only in the ordinary course of business and the Company has not entered into any transaction which was not in the ordinary course of its business.
(h) There is no action, suit or proceeding, or governmental inquiry or investigation, pending, or, to the Company’s knowledge, threatened, against the Company, its assets, or any officer, director or employee of the Company, which questions the validity of this Agreement or the right of the Company to enter into any such agreements, or which would reasonably be expected to have a material adverse effect on the Company, its business or financial condition and results of operation. There is no action, suit, proceeding or investigation by the Company currently pending or that the Company intends to initiate.
The Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes; know-how and other intellectual property rights necessary for its business as now conducted and without any conflict with, or infringement or misappropriation of the rights of, others and, to the Company’s knowledge, free and clear from all liens. Without limitation to the generality of the foregoing, the Company currently owns, free and clear from all liens, or is the valid license holder of, the intellectual property rights as listed in Exhibit 1 hereto.
(i) All information supplied by or on behalf of the Company to the Investor or its representatives prior to the execution of this Agreement was true, complete and accurate in all respects at its date and did not omit any information which, if disclosed, might adversely affect the Investor’s decision to enter into this Agreement and nothing has occurred since the date of such information which renders it untrue or misleading in any respect.
6. Investor Representations . The Investor hereby represents and warrants to the Company as follows:
(a) The Investor has full legal capacity, power and authority to execute and deliver this

SIMPLE AGREEMENT FOR FUTURE EQUITY


Agreement and to perform its obligations hereunder. This Agreement constitutes valid and binding obligation of the Investor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(b) The Investor is an accredited investor as such term is defined in Rule 501 of Regulation D under the Securities Act. The Investor has been advised that this Agreement and the underlying securities have not been registered under the Securities Act, or any state securities laws and, therefore, cannot be resold unless they are registered under the Securities Act and applicable state securities laws or unless an exemption from such registration requirements is available. The Investor is purchasing this Agreement and the securities to be acquired by the Investor hereunder for its own account for investment, not as a nominee or agent, and not with a view to, or for resale in connection with, the distribution thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of such investment, is able to incur a complete loss of such investment without impairing the Investor’s financial condition and is able to bear the economic risk of such investment for an indefinite period of time. The Investor is not a person or entity, or an Affiliate of a person or entity, subject to sanction, embargo or trade restriction imposed by the United States government, including, without, limitation, any person or entity on (i) the Consolidated Screening List maintained at www.export.gov and (ii) the U.S. Treasury Department’s Office of Foreign Assets Control sanctions program list.
(c) The Investor acknowledges that it has received all the information it considers necessary or appropriate to enable it to make an informed decision concerning an investment in the Company through this Agreement and any shares of Capital Stock it acquires in connection with this Agreement. The Investor further represents that it has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Company’s securities. The Investor confirms that the Company has not given any guarantee or representations as to the potential success, return, effect or benefit of an investment in the Company’s securities. In deciding to invest in the Company, the Investor is not relying on the advice or recommendations of the Company or CBLI or any of its or their Affiliates or representatives and has made its own independent decision that the investment is suitable and appropriate for the Investor.
(d)
The Investor understands that this Agreement and the shares of Capital Stock issuable hereunder have not been, and will not be, registered under the Securities Act or state securities laws, by reason of specific exemptions from the registration provisions thereof which depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein. The Investor understands that such securities are “restricted securities” under U.S. federal and applicable state securities laws and that, pursuant to these laws, the Investor must hold the Securities indefinitely unless they are registered with the Securities and Exchange Commission and registered or qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Investor acknowledges that the Company has no obligation to register or qualify the securities for resale and further acknowledges that, if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Securities, and on requirements relating to the Company which are outside of the Investor’s control, and which the Company is under no obligation, and may not be able, to satisfy. The Investor understands that no public market now exists for the Company’s securities and that the Company has made no assurances that a public market will ever exist for such securities.
7. Subsequent Financing from the Investor .
(a) In the event that the Investor or an Affiliate of the Investor subsequently decide(s) to provide additional investments to the Company or an Affiliate of the Company within the framework of a Simple Agreement for Future Equity (a “ New SAFE ”), then the Company and the Investor agree that the terms of any New SAFE that are more favorable to the Investor in any material respect shall apply to all SAFEs previously made by and between the Company and the Investor, except as such terms relate to temporal matters relating to the date of this Agreement.
(b) In the event that the Investor or an Affiliate of the Investor subsequently decide(s) to provide additional investments to the Company or an Affiliate of the Company in the form of equity financing, other than a New SAFE, pursuant to a separate agreement (a “ New Financing Agreement ”), then the Company agrees that the Investor shall have the option (in its sole and absolute discretion) to require the Company to treat the Purchase

SIMPLE AGREEMENT FOR FUTURE EQUITY


Amount actually disbursed by the Investor as monies provided under the New Financing Agreement, rather than this SAFE. If the Investor notifies the Company in writing that it wishes to exercise the aforementioned option, the Company shall enter into any and all documentation necessary or desirable to give effect to this and, upon the entering into force of such documentation, this SAFE shall terminate and be of no further force and effect.
8. Miscellaneous .
(a) Any provision of this Agreement may be amended, waived or modified only upon the written consent of the Company and the Investor.
(b) The Investor shall transmit the Purchase Amount in US Dollars by wire transfer to the following Company’s bank account or another account that may be from time to time communicated by the Company:

Beneficiary: Genome Protection, Inc.
Bank:  Key Bank
Bank Address: 50 Fountain Plaza, Buffalo, NY 14202, USA
SWIFT:  KEYBUS33
ABA Routing Number:  021300077
Account Number:  320071001608
(c) Any notice required or permitted by this Agreement will be deemed sufficient when delivered personally or by overnight courier or sent by email (with confirmation of receipt) to the relevant address listed on the signature page, or 72 hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address listed on the signature page, as subsequently modified by written notice.
(d) Subject and without prejudice to the provisions of Section 4 ( Corporate Governance ) of this Agreement, this Agreement, does not convey on the holder any right to vote or receive dividends or be deemed the holder of Capital Stock, nor will anything contained herein be construed to confer on the holder of this SAFE, as such, any of the rights of a stockholder of the Company or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action or to receive notice of meetings, or to receive subscription rights or otherwise until Capital Stock has been issued upon the terms described herein.
(e) Neither this Agreement nor the rights contained herein may be assigned, by operation of law or otherwise, by either party without the prior written consent of the other; provided , however , that this Agreement and/or the rights contained herein may be assigned without the Company’s consent by the Investor to any Affiliate of the Investor, so long as such Affiliate is not then a person or entity subject to sanction, embargo or trade restriction imposed by the United States government, including, without, limitation, any person or entity on (i) the Consolidated Screening List maintained at www.export.gov and (ii) the U.S. Treasury Department’s Office of Foreign Assets Control sanctions program list.
(f) In the event any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal or unenforceable, in whole or in part or in any respect, or in the event that any one or more of the provisions of this Agreement operate or would prospectively operate to invalidate this Agreement, then and in any such event, such provision(s) only will be deemed null and void and will not affect any other provision of this Agreement and the remaining provisions of this Agreement will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
(g) All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction.
(h) This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same instrument.
(i) The Company and the Investor intend that this SAFE be treated as an equity instrument in accordance with Section 385(c) of the Internal Revenue Code for U.S. federal income tax purposes, and agree to take positions consistent with the foregoing in their respective applicable tax filings.
(j) The Company and the Shareholders (to the extent of their powers as shareholders of the Company) each, jointly and severally, agrees to indemnify the Investors (and its Affiliates, shareholders, directors, officers, employees, agents, representatives and advisers) for, and defend and hold harmless from and against, any and all damages, losses, suits, claims, deficiencies, actions, proceedings, judgments, losses, expenses, diminution in value and other liabilities of any and every kind, including, without limitation, judgments and costs of settlements,

SIMPLE AGREEMENT FOR FUTURE EQUITY


including, without limitation, legal fees, (“ Losses ”) in each case, arising out of or suffered or incurred in connection with any misrepresentation or any material breach of this Agreement including any representations or warranties made by the Company and/or the Shareholders and all Losses related to any of the foregoing or to enforcement of the provisions hereof. The amount of Losses cannot be higher than the Purchase Amount.
(k) The Investor’s liability to the Company, and the Shareholders arising out of this Agreement, whether in contract, negligence, tort or otherwise, with the exception of fraud, gross negligence or willful misconduct where no such limit will apply, shall be limited to the Purchase Amount in aggregate. The Investor will have no liability to the Company or the Shareholders arising out of this Agreement for any loss or profit, loss of contract, loss of opportunity or any consequential or economic loss in any event.
[SIGNATURE PAGE FOLLOWS]

SIMPLE AGREEMENT FOR FUTURE EQUITY



IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and delivered on the date first set forth above.


Genome Protection, Inc.

By: /s/Yakov Kogan     
Name: Yakov Kogan
Title: CEO
Address: 73 High Street, Buffalo, NY 14203, USA


Norma Investments Limited

By: /s/Chrystalla Comondrou Stylla                     
Name: Thackery Investments Limited
Title: Director
Address: Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Island.

Cleveland Biolabs, Inc.

By: /s/Yakov Kogan     
Name: Yakov Kogan
Title: CEO
Address: 73 High Street, Buffalo, NY 14203, USA

Everon Biosciences, Inc.

By: /s/Alexander Polinsky     
Name: Alexander Polinsky
Title: CEO
Address: 640 Ellicott Street, No. 444, Buffalo, New York 14203







SIMPLE AGREEMENT FOR FUTURE EQUITY


Exhibit 1

Intellectual Property Contributed by Everon
#
Subject
Type of IP
Reference
Proof of concept: validity of target and approach for antiaging and anticancer applications
1
Pharmacological Stimulation of TLR5 Receptor to Improve Quality of Life and Reduce Frailty
Invention disclosure and Patent application (Everon)
Patent Applications\Invention_Disclosure_Flagellin_Everon_April 2018.pdf
2
Inhibition of enzymatic activities and targeting of cells with active endogenous reverse transcriptase for prophylaxis and therapy of cancer and aging
Patent application (Being exclusively licensed by Roswell Everon)
Patent Applications\RT RPCI patent application Gudkov_PCT_RT_Ianuary 2018.pdf
3
Inhibition of endogenous reverse transcriptase to prevent cancer development and progression towards treatment resistance
A joint patent application by Everon and Roswell (To be exclusive licensed to Everon) and study report
Patent Applications\Everon_HRI_Provisional_62687527_June 20, 2018.pdf
4
Demonstration of desired biological activity of stavudine and lamivudine (HIV RT inhibitors) in a mouse model of premature aging (Sirt6-knockout mice)
Proprietary proof of concept; will be published and used for promotion of Everon’s approach
Manuscript (revised version) under review in Nature
5
Everon’s scientific concept on cellular targets for antiaging therapies
Company’s confidential presentations
Everon antiaging targets.pptx
Retrobiome in cancer and aging.pdf
2-3. Small molecule inhibitors of RTL1’s polymerase and endonuclease activities
6
Technology (RTL1 recombinant protein, proprietary assays) of the high-throughput screening of RTL1 inhibitors and outcome of screening of 260,000 compound libraries
Basic technology, know-how (Everon)
Summary - L1RT project_June 2017.pdf  ; EBS-L1RT-S-001 L1RT HTS







SIMPLE AGREEMENT FOR FUTURE EQUITY


7
Technology of validation of candidate RTL1 inhibitors in a cell-based assay
 
EBS-L1RT-C-002 L1RT Validation of hits in L1 neo RT assay.pdf
8
Technology (ENL1 recombinant protein, biochemical readout, proprietary assays) of the high-throughput screening of ENL1 inhibitors and outcome of screening of 260,000 compound libraries
EBS-L1EN-S-002 L1EN HTS, 2017.pdf ; EBS-L1EN-S-003 L1EN HTS 150K, 2018.pdf
9
Technology of validation of candidate ENL1 inhibitors in molecular and cell-based assays
EBS-L1EN-C-004 L1EN Validation HTS hits.pdf ; EBS-L1EN-C-005 L1EN cell-based HTS assay.pdf
10
List of chemical structures with applied physico-chemical properties, efficacy against ENL1, in vitro toxicity and an outline of hit-to-lead optimization strategy
Trade secret and proprietary technology (Everon)
EBS-L1EN-C-002 Medchem report_EN.pdf
11
List of chemical structures with applied physico-chemical properties, efficacy against RTL1, in vitro toxicity and an outline of hit-to-lead optimization strategy
EBS-L1RT-C-001 Medchem report_RT.pdf





SIMPLE AGREEMENT FOR FUTURE EQUITY


12
Synopsis of protocol of a clinical study of reverse transcriptase inhibitor lamivudine in patients with advanced small cell lung carcinomas (SCLC)
Clinical trial designed by leading expert physician, Dr. Grace Dy, at Roswell
SCLC lamivudine trial synopsis_draft.pdf
4. Vaccine against cells with active LINE1
13
Vaccine development plan embedded into overall R&D strategy of Everon
Basic strategy and technology (Everon)
R&D Everon Outline 4-30-2018.pdf
14
Choice and structure of antigens selected for vaccine preparation
Trade secret (Everon)
EBS-L1-V-002 Peptide-based Vaccine.pdf
5. Clinically feasible methodology that enables assessment of objective biological age and quality of life
15
Technology of Frailty Index estimation in preclinical models
Basic technology know-how (Everon)
EBS-A-129 Physiological FI, 2017.pdf
16
Preliminary results of clinical study on the relationship of selected candidate biomarkers and frailty index and age in humans
Proprietary know-how, emerging patent application on new biomarkers (Everon)
Report Diagnostic CT 05-11-2018.pdf
17
Description of approach and design of prospective clinical trial of Entolimod in elderly volunteers in Mayo Clinic
Presentation of clinical development plan discussed with Dr. Kirkland’s clinical and research team in Mayo Clinic in May 2018 (Everon)
Mayo visit Plan of Frailty Trial.pdf





SIMPLE AGREEMENT FOR FUTURE EQUITY


Intellectual Property Contributed and/orLicensed by CBLI
CBLI PATENT SCHEDULES

•
Schedule A1 : “Entolimod Composition Patents and Patent Applications”
•
“Field of Use” means
•
This would be sublicensed by CBLI to GP (as CCF is the owner and CBLI is the exclusive licensee)

Schedule A1

Title
Jurisdiction
Patent Details
Flagellin related polypeptides and uses thereof
Europe
EP 05855104.5
Filing Date: 12-22-2005
Priority Date: 12-22-2004
EP 1838340
04-04-2018
ALLOWED
Flagellin related polypeptides and uses thereof
Israel
IL 184140
Filing Date: 12-22-2005
Priority Date: 12-22-2004
PATENTED
Flagellin related polypeptides and uses thereof
Israel
IL 227910
Filing Date: 12-22-2005
Priority Date: 12-22-2004
PATENTED
Flagellin related polypeptides and uses thereof
Japan
JP 2007-548451
Filing Date: 12-22-2005
Priority Date: 12-22-2004
PATENTED
Flagellin related polypeptides and uses thereof
USA
US 11/722,682
Filing Date: 05-02-2008
Priority Date: 12-22-2004
PATENTED
Flagellin related polypeptides and uses thereof
US
US 13/110,704
Filing Date: 05-18-2011
Priority Date: 12-22-2004
PATENTED
Flagellin related polypeptides and uses thereof
US
US 13/110,720
Filing Date: 05-18-2011
Priority Date: 12-22-2004
US 8,287,882
10-16-2012
PATENTED
Flagellin related polypeptides and uses thereof
US
US 14/284,354
Filing Date: 05-21-2014
Priority Date: 12-22-2004
PATENTED
Flagellin related polypeptides and uses thereof
US
PATENTED
Flagellin related polypeptides and uses thereof
US
PATENTED
Flagellin related polypeptides and uses thereof
US
PATENTED
Flagellin related polypeptides and uses thereof
US
US 15/254,695
Filing Date: 09-01-2016
Priority Date: 12-22-2004
PATENTED
Flagellin related polypeptides and uses thereof
US
PENDING



SIMPLE AGREEMENT FOR FUTURE EQUITY


•
Schedule A2 : “Entolimod Oncology Patents and Patent Applications”
•
Proposed Field: “Field of Use” means
•
This would be licensed by CBLI (as owner)

Schedule A2

Title
Jurisdiction
Patent Details
Use of toll-like receptor agonist for treating cancer
Argentina
AR P120102493
Filing Date: 07-10-2012
Priority Date: 01-10-2011
N/A
PENDING
Use of toll-like receptor agonist for treating cancer
Israel
IL 227308
Filing Date: 01-10-2012
Priority Date: 01-10-2011
PATENTED
Use of toll-like receptor agonist for treating cancer
India
IN 1272/MUMNP/2013
Filing Date: 01-10-2012
Priority Date: 01-10-2011
PENDING
Use of toll-like receptor agonist for treating cancer
Japan
JP 2013-548628
Filing Date: 01-10-2012
Priority Date: 01-10-2011
PATENTED
Use of toll-like receptor agonist for treating cancer
Mexico
MX/a/2013/007967
Filing Date: 01-10-2012
Priority Date: 01-10-2011
PENDING
Use of toll-like receptor agonist for treating cancer
New Zealand
NZ 612615
Filing Date: 01-10-2012
Priority Date: 01-10-2011
PATENTED
Use of toll-like receptor agonist for treating cancer
USA
US 13/979,104
Filing Date: 07-10-2013
Priority Date: 01-10-2011
9,376,473
Jun-28-2016
PATENTED
Use of toll-like receptor agonist for treating cancer
USA
US 15/631,427
Filing Date: 23-Jun-2017
Priority Date: 01-10-2011
N/A
ALLOWED




SIMPLE AGREEMENT FOR FUTURE EQUITY


•
Schedule A3 : “Super Entolimod (GP532) Patents and Patent Applications”
•
Proposed Field: “Field of Use” means
•
This would be assigned by CBLI (as owner) with license back for ARS

Schedule A3

Title
Jurisdiction
Patent Details
Flagellin compositions
Australia
2015296555
Filing Date: 07-29-2015
Priority Date: 07-30-2014
N/A
Pending
Flagellin compositions
Brazil
BR 11 2017 001796 2
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending
Flagellin compositions
Canada
2,994,218
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending
Flagellin compositions
China
2015800486281
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending
Flagellin compositions
Eurasia
201790273
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending
Flagellin compositions
Europe
15 827 248.4
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending
Flagellin compositions
Hong Kong
17112073.6
Filing Date: 07-29-2015
Priority Date: 07-30-2014
N/A
Pending
Flagellin compositions
Israel
250334
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending
Flagellin compositions
India
Pending
Flagellin compositions
Japan
Pending
Flagellin compositions
Korea
Pending
Flagellin compositions
Mexico
MX/a/2017/001279
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending
Flagellin compositions
USA
Pending
Flagellin compositions
South Africa
2017/01286
Filing Date: 07-29-2015
Priority Date: 07-30-2014
Pending




SIMPLE AGREEMENT FOR FUTURE EQUITY


•
Schedule A4 : “Entolimod Vaccine Patents and Patent Applications”
•
Proposed Field: “Field of Use” means all fields.
•
This would be assigned by CBLI (as owner)

Schedule A4

Title
Jurisdiction
Patent Details
Flagellin compositions and uses including effective vaccination
Australia
2015296298
Filing Date: 07/30/2015
Priority Date: 07-30-2014
N/A
Pending
Flagellin compositions and uses including effective vaccination
Canada
2,994,289
Filing Date: 07/30/2015
Priority Date: 07-30-2014
Pending
Flagellin compositions and uses including effective vaccination
China
2015800528424
Filing Date: 07/30/2015
Priority Date: 07-30-2014
Pending
Flagellin compositions and uses including effective vaccination
Eurasia
201790294
Filing Date: 07/30/2015
Priority Date: 07-30-2014
Pending
Flagellin compositions and uses including effective vaccination
Europe
15 827 000.9
Filing Date: 07/30/2015
Priority Date: 07-30-2014
Pending
Flagellin compositions and uses including effective vaccination
Israel
250331
Filing Date: 07/30/2015
Priority Date: 07-30-2014
Pending
Flagellin compositions and uses including effective vaccination
Japan
2017504354
Filing Date: 07/30/2015
Priority Date: 07-30-2014
N/A
Pending
Flagellin compositions and uses including effective vaccination
Mexico
MX/a/2017/001406
Filing Date: 07/30/2015
Priority Date: 07-30-2014
N/A
Pending
Flagellin compositions and uses including effective vaccination
USA
15/500,133
Filing Date: 07/30/2015
Priority Date: 07-30-2014
N/A
Pending





SIMPLE AGREEMENT FOR FUTURE EQUITY


Exhibit 10.2

Execution Copy

DIRECTOR DESIGNATION AGREEMENT
This Director Designation Agreement, dated as of August 10, 2018 (this “ Agreement ” ), is hereby entered into by and among Genome Protection, Inc., a Delaware corporation (the “ Company ”), Everon BioSciences, Inc., a corporation organized and existing under the laws of the State of New York ( “ Everon ”), Cleveland BioLabs, Inc., a corporation organized and existing under the laws of the State of Delaware (“ CBLI ,” and together with Everon, each, a “ Shareholder ,” and together, the “ Shareholders ”), and Norma Investments Limited, BVI (the “ Investor ”). The Company, the Shareholders and the Investor are collectively referred to herein as the “ Parties .” 
WITNESSETH
WHEREAS, the Company and the Investors are parties to a Simple Agreement for Future Equity, dated August 10, 2018 (the “ SAFE ”); and
WHEREAS, according to the SAFE, the Company shall have two directors nominated by the Investor.
NOW, THEREFORE, in consideration for the mutual covenants contained herein, the adequacy, receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agree as follows:
1.
VOTING AGREEMENT
a) The Board of Directors of the Company (the “ Board ”) will be comprised of four (4) directors, who will be nominated as follows:
(i)
1 director designated by Everon shall be nominated for annual election to the Board by Everon and 1 director designated by CBLI shall be nominated for annual election to the Board (together, the “ Shareholders’ Designees ”);
(ii)
As of the date of receipt by the Company of the first tranche of funds in an amount not less than $10,500,000 from the Investor under the SAFE and until termination of the SAFE as per Section 1(c) thereof, 2 directors designated by the Investor shall be nominated for annual election to the Board by the Investor the (“ Investor Designees ”);
(iii)
Each of CBLI and Everon shall (i) cause its respective Shareholders’ Designee to vote to nominate the Shareholder Designee designated by the other and to vote all shares of capital stock of the Company (“ Shares ”) owned by it and/or cause the shares controlled by it to be voted to elect such Shareholders’ Designee to the Board; and (ii) cause its respective Shareholders’ Designee to vote to nominate the Investor Designees and to vote all Shares owned by it and/or cause the shares controlled by it to be voted to elect such Investor Designees to the Board; and
(iv)
Investor shall cause its Investor Designees to vote to nominate the Shareholder Designee designated by Everon and the Shareholder Designee designated by CBLI and, at any and all times when Investor shall hold any share(s) of voting stock of the Company, to vote all Shares owned by it and/or cause the shares controlled by it to be voted to elect such Shareholders’ Designees to the Board.
b) The capitalized terms used but not defined herein shall have the meanings ascribed to them by the SAFE.
c) As of the date of receipt by the Company of the first tranche of funds in an amount not less than $10,500,000 from the Investor under the SAFE and until termination of the SAFE as per Section 1(c) thereof:
(i) the following matters will require unanimous approval of the elected directors of the Company:
A.
the entry into an agreement or agreements providing for, or consummation of, any Change of Control;
B.
the entry into an agreement or agreements providing for, or consummation of, any Dissolution Event;
C.
any amendment to the Certificate of Incorporation or Bylaws of the Company; and




D.
transferring, licensing or assigning (out of the ordinary course of business) any intellectual property rights of the Company, including without limitation, the transfer or licensing (out of the ordinary course of business) of any patents, know how or trade secrets of the Company, and any applications relating thereto, or entering into any agreement with any third party with respect to the transfer of any material scientific or technical information; and
E.
any sale or issuance of shares of common stock or preferred stock, including the granting of any options, convertible debt or any other instrument that gives or purports to give someone a right to any equity in the Company, except issuances of Capital Stock pursuant to the SAFE and any other Simple Agreement for Future Equity entered into with the prior approval of the Board of Directors.
(ii) the following matters will require approval of a majority of the elected directors of the Company then in office:
•
incurring or permitting to subsist any aggregate financial indebtedness in excess of US$100,000, including by way of guaranteeing obligations of any other party, that is not already included in a budget approved by the board of directors of the Company (including the Investor Directors), except for its obligations under this Agreement;
•
granting security over or otherwise encumbering any of its assets;
•
entering into or being a party to any transaction with any director, officer, or employee of the Company or any “associate” (as defined in Rule 12b-2 promulgated under the Exchange Act) of any such Person, except for transactions contemplated by this Agreement;
•
hiring, terminating, or changing the compensation of the executive officers of the Company, including approving any option grants or stock awards to executive officers;
•
changing the principal business of the Company, entering new lines of business, or exiting the current line of business; and
•
transferring, licensing or assigning (out of the ordinary course of business) or assigning any other material asset of the Company (except for intellectual property rights of the Company, which shall require unanimous approval of the Board of Directors);
(iii) all other matters i) not specified in paragraphs (v) or (vi) below; ii) not within the exclusive powers of the shareholders of the Company and/or iii)  not delegated to the officers of the Company shall require approval of a majority of the elected directors of the Company (which, for the avoidance of doubt, must include the affirmative vote of at least one Investor Director).
d) In order to be eligible to be elected as a director, Investor Designees and Shareholders’ Designees must: i)  not have a finding of professional misconduct and/or incompetence with respect to the person in the five years preceding the date of the election; ii) not have any declared potential conflict of interest which would present a serious impediment to the functioning of the member as a director; iv) provide the Company with all reasonably requested personal information and documents relevant to the nomination.
e) A director that is an Investor Designee may only be removed by the Investor. If the Investor requests in writing that any of its designees be removed as a director, each Shareholder shall promptly vote, or act by written consent, and otherwise take or cause to be taken, all actions necessary to remove such director. In the event of a vacancy on the Board resulting from such removal or otherwise, including without limitation death or disability, the Investor shall have the right to designate a replacement designee for such director, and the Company and the Shareholders shall take all action necessary to cause vacancy to be filled by the replacement Investors Designees, so long as the proposed nominee meets the eligibility requirements set forth in the Bylaws of the Company and Section 1(d) hereof. If the new Investor Designee meeting such eligibility criteria is not elected to the Board within three (3) business days of the Investor selecting such individual and requesting that the Company and the Shareholders cause such individual to be elected to the Board, then the Investor shall have the right, pursuant to Section 1(g) of this Agreement, to sign a written consent on behalf of one or both Shareholders to effect such election and removal of its prior designee.
f) A director that is a Shareholder Designee may only be removed by the respective Shareholder that originally selected him or her for nomination and election. If CBLI or Everon, as applicable, requests in writing that its designee be removed as a director, the other Shareholder and, if Investor shall then hold any outstanding shares of capital stock entitled to vote thereon or consent thereto, then Investor, shall promptly vote, or act by written consent, and otherwise take or cause to be taken, all actions necessary to remove such director. In the event




of a vacancy on the Board resulting from such removal or otherwise, including without limitation death or disability, CBLI or Everon, as applicable, shall have the right to designate a replacement designee for such director, and the Company and the other Shareholder and, if Investor shall then hold any outstanding shares of capital stock entitled to vote thereon or consent thereto, then Investor, shall take all action necessary to cause vacancy to be filled by the replacement Shareholder Designee, so long as the proposed nominee meets the eligibility requirements set forth in the Bylaws of the Company. If the new Shareholder Designee meeting such eligibility criteria is not elected to the Board within three (3) business days of CBLI or Everon, as applicable, selecting such individual and requesting that the Company and the Shareholders and, if applicable, Investor, cause such individual to be elected to the Board, then such Shareholder shall have the right, pursuant to Section 1(g) of this Agreement, to sign a written consent on behalf of the other Shareholder and, if applicable, on behalf of Investor, to effect such election and removal of its prior designee.
g) Each Party hereby constitutes and appoints each other Party, acting severally, as its true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for it and in its name, place and stead, in any and all capacities, to sign any unanimous or other written consent of the stockholders of the Company in favor of (i) the removal of any Shareholder Designee originally selected for nomination by such Shareholder and the election of any other person selected by such Shareholder shall correspond to the requirements set forth in the Bylaws of the Company, and (ii) the removal of any Investor Designee originally selected for nomination by Investor and the election of any other person selected by such Shareholder meeting the eligibility requirements set forth in Section 1(d) hereof to serve on the Board whenever a vacancy on the Board resulting from such removal or otherwise, in each case granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such Party might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
2.
  RIGHT OF FIRST REFUSAL .
a) If a Shareholder (for purposes of this Section 2, a “ Selling Shareholder ”) desires to transfer all or any portion of its Shares (the “ Subject Stock ”), the Selling Shareholder shall notify the Investor in writing prior to entering into any agreement or transaction with respect to the proposed transfer of the Subject Stock. Such notice (the “ Transfer Notice ”) will set forth the number of shares of Subject Stock that the Selling Shareholder desires to transfer, and the material terms of a transaction in which the Selling Shareholder is willing to engage, including the proposed transfer price payable in cash or other consideration and the name of the proposed purchaser or transferee. Any transfer by a Shareholder without compliance with this Section 2 shall be void ab initio .
b) Within 15 days of its receipt of the Transfer Notice (the “ Notice Period ”), the Investor may notify the Selling Shareholder in writing as to whether it intends to purchase all or any portion of the Subject Stock on the terms and conditions set forth in the Transfer Notice (the “ Response Notice ”), which notice shall specify the time, place and date for settlement of such purchase. A Response Notice shall constitute a binding and irrevocable election of the Investor, as the case may be, delivering such Response Notice to purchase the portion of the Subject Stock specified therein.
c) The parties will consummate the sale of the Subject Stock at the time and in the manner set forth in this Section 2 , in respect of any Subject Stock for which the Response Notices, collectively, present an offer. Upon such closing or if no Response Notice is delivered to the Selling Shareholder within the time periods specified in Section 2(b) , the Selling Shareholder may proceed with the proposed transfer of the Subject Stock not so purchased by the Investor, if any, based on the terms and conditions set forth in the Transfer Notice.
d) A Selling Shareholder may transfer Subject Stock pursuant to this Section 2 to a proposed third-party transferee if (i) the Investor does not provide a Response Notice or the Investor provides a Response Notice but fails to purchase the Subject Stock at the time and in the manner set forth in this Section 2 , (ii) the Selling Shareholder enters into a definitive agreement to transfer all of the Subject Stock within 30 days of the end of the Notice Period and (iii) consummates the transfer within 45 days after entering into the definitive agreement. If the proposed transfer fails to comply with this subsection (d) or if the Selling Shareholder fails to enter into a definitive agreement or fails to consummate the transfer within the time periods set forth above, the right of the Selling Shareholder to transfer the Subject Stock shall expire and the Selling Shareholder shall be required to initiate the process set forth in Section 2 again before selling any portion of the Subject Stock
3.
CERTAIN REPRESENTATIONS




 Each Party hereby represents and warrants on behalf of itself to each other Party that:
a) it is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of formation;
b) it has the power and authority to own its assets, carry on its business and execute, deliver, and perform its obligations under this Agreement;
c) it is duly qualified to do business and is licensed and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification or license except where such failure to qualify would not have a material adverse effect on the business or financial condition of such Party; and
d) this Agreement has been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other Parties) this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against such Party in accordance with its terms.
4.
MISCELLANEOUS
a) Notices.  Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be deemed properly served if: (i) by a recognized overnight courier service, (iii) delivered personally, or (iv) sent by facsimile transmission addressed to each Party at its address for notices specified on the signature page hereto, or at such other address, or to the attention of such officer, as any Party shall have furnished to each other Party in writing pursuant to this Section 4(a).  Such notice shall be deemed to have been received:  (i) three (3) business days after the date of mailing if sent by a recognized overnight courier service, (ii) the date of delivery if personally delivered, or (iii) the next succeeding business day after transmission by facsimile with confirmation of receipt.
b) Third Parties. None of the provisions of this Agreement shall be for the benefit of or enforceable by or against any persons not a party to this Agreement.
c) Governing Law. All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to the conflicts of law provisions of such jurisdiction.
d) Severability of Provisions.  In case any one or more of the provisions contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
e) Counterparts.  This Agreement may be executed in any number of counterparts all of which taken together shall constitute one agreement and any Party hereto may execute this Agreement by signing any such counterpart.
f) If the Shareholder transfers any Capital Stock of the Company to any other person (a “ Transferee ”), the Shareholder shall procure that, as a condition to such transfer, the Transferee first enters into a deed of adherence (in form and substance satisfactory to the Investors) pursuant to which the Transferee shall agree to be bound by and comply in all respects with the provisions of this Agreement.
[Signature page follows]
 






IN WITNESS WHEREOF, the parties hereto have signed this Director Designation Agreement as of the day and year first above written.

Genome Protection, Inc.

By: /s/Yakov Kogan
Name: Yakov Kogan
Title: CEO
Address: 73 High Street, Buffalo, NY 14203, USA

Norma Investments Limited

By: /s/Chrystalla Comondrou Stylla                     
Name: Thackery Investments Limited
Title: Director
Address: Coastal Building, Wickham’s Cay II, P.O. Box 2221, Road Town, Tortola, British Virgin Island.

Cleveland Biolabs, Inc.

By: /s/Yakov Kogan
Name: Yakov Kogan
Title: CEO
Address: 73 High Street, Buffalo, NY 14203, USA

Everon Biosciences, Inc.

By: /s/Alexander Polinsky
Name: Alexander Polinsky
Title: Director
Address: 640 Ellicott Street, No. 444, Buffalo, New York 14203






[Signature Page to Director Designation Agreement]


CBIOLABSIMAGEA17.JPG

Exhibit 99.1

FOR IMMEDIATE RELEASE


CLEVELAND BIOLABS ANNOUNCES FORMATION AND FINANCING OF AN ANTI-AGING JOINT VENTURE

Goal is to develop and commercialize entolimod and other compounds for anti-aging applications

BUFFALO, NY (August 14, 2018) Cleveland BioLabs, Inc. (NASDAQ: CBLI) today reported formation of a 50-50 joint venture, named Genome Protection, Inc. (GPI), between the company and Everon BioSciences, Inc. (Everon), a leader in understanding and targeting cellular mechanisms of aging and age-related diseases. GPI’s goal is to develop and commercialize drugs for anti-aging applications capable of prolonging human health and life-span. Additionally, GPI signed a Simple Agreement for Future Equity (SAFE) with venture capital fund Norma Investments Limited (Norma). Under the SAFE, GPI granted Norma the right to purchase shares of GPI’s capital stock in exchange for the payment of up to $30 million, of which $10.5 million was paid shortly after the execution of the SAFE.
CBLI and Everon contributed relevant IP, technologies and expertise to enable GPI to effectively execute an ambitious research and development program aimed at clinical testing of entolimod and development of new products for anti-aging and other indications associated with genome damage. Combination with Everon’s IP extends clinical opportunities for CBLI’s Toll-like receptor 5 (TLR5) agonists from radiation defense to treatment and prevention of age-related frailty and other aging-associated medical conditions. Everon’s contribution to GPI’s drug candidate portfolio also includes small molecules and vaccine drug candidates protecting organisms from the accumulation of cells with damaged DNA that drives aging and multiple age-related diseases including cancer.
“This joint venture supports our strategy of expanding medical applications of entolimod and developing new generations of TLR5 agonists without diverting CBLI’s focus and resources from its major goal of radiation countermeasure development”, said Yakov Kogan, Ph.D., MBA, CBLI’s Chief Executive Officer. “We are pleased to have an opportunity to join forces with Everon, a leader in developing innovative anti-aging medicines that shares our goal to create therapeutics for treatment of aging-associated health decline to the treatment and prevention of the aging program itself.”
“The anti-aging field is one of the most rapidly advancing medical markets,” added Dr. Kogan. “We believe that GPI’s innovative drug candidates and a solid scientific foundation makes GPI from the moment of its inception a leading player among anti-aging biotech entities. This represents a unique opportunity for us to develop new and truly innovative drug candidates and create significant value for CBLI shareholders.”

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 use as a medical radiation countermeasure for a biodefense indication. 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 Joint Stock Company RUSNANO, Panacela Labs, Inc. The company maintains strategic relationships with


CBIOLABSIMAGEA17.JPG

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 do not relate strictly to historical or current facts. Words and phrases such as “ potential, ” “ may, ” “ future, ” “ will, ” “ plan, ” “ anticipate, ” “ believe, ” “ continue, ” “ intend, ” “ expect ” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the company ’ s future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, research and clinical analyses and trials, regulatory approvals or the impact of any laws or regulations applicable to the company, and plans and objectives of management for future operations. 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.
Factors that could contribute to such differences include, among others, our need for additional financing to meet our business obligations; the risks inherent in the early stages of drug development and in conducting clinical trials; the company ’ s plans and expectations with respect to future clinical trials and commercial scale-up activities; the company ’ s ability to attract collaborators with development, regulatory and commercialization expertise and the financial risks related to those relationships; 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 commercialization of the company ’ s product candidates, if approved; the company ’ s plans to research, develop and commercialize its product candidates; future agreements with third parties in connection with the commercialization of any approved product; the size and growth potential of the markets for the company ’ s product candidates, and its ability to serve those markets; the rate and degree of market acceptance of the company ’ s product candidates; 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; regulatory developments in the United States and foreign countries; the performance of the company ’ s third-party suppliers and manufacturers, the exercise of control over the company by its majority stockholder; the operation and performance of our joint ventures over which we have limited control; and the success of competing therapies that are or may become available. Any forward-looking statements speak only as of the date on which such statements are made, and the company undertakes no obligation to update any forward-looking statement to reflect events or circumstances occurring or arising after the date on which such statement is made, except as may be required by law. See also the “ Risk Factors ” and “ Forward-Looking Statements ” described in the company ’ s periodic filings with the Securities and Exchange Commission.
Contact:
Yakov Kogan, Chief Executive Officer
Cleveland BioLabs, Inc.
T: (716) 849-6810 ext. 364
E:  yakov@cbiolabs.com