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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): September 1, 2021
 
 
 
Statera Biopharma, 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)
     
 
2537 Research Boulevard, Suite 201
Fort Collins, CO 80526
 
(Address of Principal Executive Offices and zip code)
     
 
(888) 613-8802
 
(Registrant's Telephone Number, Including Area Code)
 
Cytocom, Inc.
(Former name or former address, if changed since last report.)
 
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common stock, par value $0.005
STAB
NASDAQ Capital Market
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐         Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐         Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐         Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐         Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
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 ☐
 
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. ☐
 
 
 
 
 
 
--12-31
Item 5.03         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
Effective September 1, 2021, the registrant (the “Company”) changed its corporate name from Cytocom, Inc. to Statera Biopharma, Inc. The name change was effected following approval by the Company’s board of directors through the filing of a Certificate of Amendment to the Company’s Restated Certificate of Incorporation. In accordance with Section 242(b)(1) of the Delaware General Corporation Law, stockholder approval of the name change was not required. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein. The name change does not affect the rights of the Company’s security holders, creditors or suppliers. Following the name change, any stock certificates that reflect the Company’s prior name will continue to be valid. Certificates reflecting the new name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.
 
Also effective September 1, 2021, the Company’s common stock began trading on The Nasdaq Capital Market with the symbol “STAB” and it is represented by a new CUSIP number, 857561 104.
 
Item 9.01         Financial Statements and Exhibits
 
(d)         Exhibits
 
Exhibit
Number
Description
3.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
SIGNATURE
 
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.
 
  Statera Biopharma, Inc.
   
Date: September 1, 2021 By: /s/ Michael K. Handley
  Name: Michael K. Handley
  Title: Chief Executive Officer
 
 

Exhibit 3.1

 

Certificate of Amendment

 

STATE OF DELAWARE

 

CERTIFICATE OF AMENDMENT

 

OF RESTATED CERTIFICATE OF INCORPORATION

 

OF CYTOCOM, INC.

 

 

Cytocom, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

 

1.

This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on March 18, 2010, as amended (the “Certificate of Incorporation”).

 

 

2.

The first paragraph of Article First of the Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

 

“FIRST: The name of the corporation is Statera Biopharma, Inc. (the “Corporation”).”

 

 

3.

This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. This Certificate of Amendment shall be effective September 1, 2021.

 

 

4.

All other provisions of the Certificate of Incorporation shall remain in full force and effect.

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Michael K. Handley, Chief Executive Officer, this the 28th day of August, 2021.

 

 

By:

/s/ Michael K. Handley

 

Name:

Michael K. Handley

 

Title:

Chief Executive Officer