false 0001318641 0001318641 2021-11-15 2021-11-15
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 

FORM 8-K
 

 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
Date of Report (Date of Earliest Event Reported): November 15, 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)
 
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. 
 


 
 

 
 
Item 2.02.
Results of Operations and Financial Conditions.
 
On November 15, 2021, Statera Biopharma, Inc. (the “Company”) issued a press release announcing its financial results for the period ended September 30, 2021. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
 
Item 7.01.
Regulation FD Disclosure
 
On November 15, 2021, the Company will host a conference call to discuss financial results for its fiscal period ended September 30, 2021. The slide package prepared for use by executive management for this presentation is attached hereto as Exhibit 99.2. All of the information in the presentation is presented as of November 15, 2021 and the Company does not assume any obligation to update such information in the future.
 
The information in this Item 7.01 of Form 8-K and Exhibit 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
 
Item 9.01
Financial Statements and Exhibits
 
(d)         Exhibits
 
Exhibit
Number
Description
   
99.1
   
99.2
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

 
 
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.
 
Statera Biopharma, Inc.
Date: November 15, 2021
By:
/s/ Peter Aronstam
Name:
Peter Aronstam
Title:
Chief Financial Officer
       
 
 

Exhibit 99.1

 

  LOGO.JPG

 

 

Statera Biopharma Provides Third Quarter 2021 Financial and Corporate Update

 

Management to Host Conference Call Today, Monday, November 15, 2021, 5:30 p.m. ET

 

 

FORT COLLINS, CO., November 15, 2021 — Statera Biopharma, Inc. (Nasdaq: STAB), a leading biopharmaceutical company creating next-generation immune therapies that focus on immune restoration and homeostasis, today reported important corporate events and financial results for the third quarter ended September 30, 2021. Statera Biopharma was formerly known as Cleveland BioLabs, Inc. and merged with Cytocom Inc. on July 27, 2021.

 

"We are pleased with our operational progress to integrate the portfolio and advance our clinical programs as we prepare to initiate several clinical trials during 2022, including a pivotal Phase 3 trial for our lead drug candidate, STAT-201, in pediatric Crohn’s disease, as well as studies of the TLR5 agonist Entolimod as a treatment for anemia and neutropenia in cancer patients, broaden the STAT-205 program to post-acute COVID-19 and study STAT-401 in pancreatic cancer,” said Michael K. Handley, Chief Executive Officer of Statera Biopharma. “We also expect to further strengthen our cash position to support funding the continued advancement of the Company’s clinical-stage pipeline and drive Statera Biopharma toward multiple value infection points. We may also raise additional funding to capitalize on what we believe are myriad internal and external opportunities in the field of immune modulation and bring hope to patients and their families.”

 

Recent Business and Corporate Highlights:

 

Statera Biopharma, Inc. changed its corporate name from Cytocom, Inc. on September 1, 2021, and ticker symbol for common stock was updated from “CBLI” to “STAB”.

 

o

Merger created a company with one of the largest platforms of toll-like immune receptor (TLR) agonists in the biopharmaceutical industry. The expanded pipeline includes TLR4, TLR8 and TLR9 molecules, and the TLR5 agonists, Entolimod and GP532.

 

 

Statera Biopharma continues to advance its clinical- and development-stage pipeline.

 

o

Enrollment is expected to begin by the end of 2021 at Loma Linda University Health for Phase 1 pilot study evaluating STAT-205 as a treatment to mitigate progression of SARS-CoV-2, the virus that causes COVID-19.

 

o

End-of-Phase 2 meeting completed July 2021 for CYTO-201 in pediatric Crohn’s disease; Site selection and set up proceeding in Q4’21 and Pivotal Phase 3 trial expected to begin enrollment in the first quarter of 2022.

 

o

Clinical trials for STAT-401 in pancreatic cancer and STAT-600 (Entolimod) in hematologic indications expected in 2022.

 

 

Utilized a portion of capital commitments for debt and equity financing secured prior to the merger to fund growth initiatives and advance internal pipeline.

 

o

Utilized $7.7 million of the debt facility in the third quarter.

 

o

Statera has additional funding capacity under these facilities, which will provide the Company with working capital to continue pipeline development.

 

o

The Company expects to close further funding commitments by year end.

 

1

 

 

Harnessing scientific capabilities and new research alliances to advance discovery and development of second-generation pipeline assets

 

o

Screening of new immune compounds underway; using tools and capabilities of its subsidiary ImQuest Life Sciences to determine which compounds are likely to succeed in preclinical and clinical trials.

 

o

Research alliance with La Jolla Institute for Immunology has Statera Biopharma funding four laboratories and selected research projects that will use Statera’s platform technologies to discover new immune-modulating agents targeting toll-like immune receptors to address cancer, autoimmune conditions, and infectious diseases. 

 

Financial Results

 

Form 10-Q filed today is first opportunity for Statera Biopharma to present consolidated financial reports covering the results of Cytocom, Cleveland BioLabs, and ImQuest combined.

 

 

Under GAAP applicable to the mergers, the financial presentation covers:

 

 

o

Income statement for the merged companies only from their respective merger dates;

 

 

o

Statements of Assets and Liabilities in the balance sheets only from their respective merger dates;

 

 

o

The Income statements and statements of Assets and Liabilities for periods prior to June 24, 2021 cover old Cytocom only;

 

 

o

Statements of Equity for all periods cover old Cleveland BioLabs and old Cytocom from a legal and accounting survivor, respectively, as a result of the merger.

 

 

Highlights of the three three-month period ended September 30, 2021 were:

 

 

o

Revenues of $0.24 million from research services provided by the ImQuest subsidiary to its customers. Cost of revenues was $0.12 million, resulting in a gross profit of $0.12 million. No revenues or expenses are included in the period for old Cytocom or old Cleveland BioLabs. There were no revenues in the same period in 2020.

 

 

o

A net loss of $12.7 million, or ($0.47) per share, compared to a net loss of $5.7 million, or ($1.84) per share for the same period in 2020.

 

 

o

R&D expenses decreased from $4.38 million for the three months ended September 30, 2020 to $3.43 million for the three months ended September 30, 2021, a 21.6% decrease. The decrease is primarily attributable to a $3.8 million decrease in one-time patent expenses for the three months ended September 30, 2020 related to the transfer of intellectual property to the Company by Immune Therapeutics, Inc., partially offset by a $1.6 million increase in expenses associated with STAT-201: Crohn's disease, $0.4 million increase in expenses associated with STAT-401: Pancreatic cancer, and $1.0 million increase in non-program specific expenses.

 

 

o

G&A expenses increased from $1.8 million for the three months ended September 30, 2020 to $6.3 million for the three months ended September 30, 2021, an increase of 252.8%.  This increase is primarily related to a $2.6 million increase in payroll expenses of which $1.9 million was for stock-based compensation, a $0.6 million increase in stock listing expenses, a $0.2 million increase in professional fees, and a $1.1 million increase in consultants, insurance, and other general expenses.  

 

2

 

 

o

In the nine months ended September 30, 2021, the Company used $20.1 million of cash in operating activities. It funded these operations with:

 

 

$13.6 million provided by investing activities, primarily from the net assets acquired in the merger with Cleveland BioLabs;

 

 

$20.1 million provided by financing activities, in particular net proceeds of $14.7 million from a $15.0 million note issued to Avenue Ventures and $5.7 million due to the issuance of common stock, partially offset by repayments in notes payable and payment of debt issuance costs of $0.4 million.

 

 

At September 30, 2021, Statera BioPharma reported cash, cash equivalents, and restricted cash of $14.4 million, an increase of $13.8 million over the $0.6 million reported at the end of 2020.

 

Conference Call & Audio Webcast Details

Statera Biopharma, Inc. will host a conference call and live audio webcast on Monday, November 15, 2021, at 5:30 p.m. ET, to discuss its corporate and financial results for the third quarter 2021.

 

  Telephone Access: U.S. and Canada 

800-937-6813

  Telephone Access: International 

213-660-0853

  Access Code for All Callers 

2973387

  Live Audio Webcast 

https://edge.media-server.com/mmc/p/bht979a3

 

An audio webcast will be accessible via the Investors section of the Company’s website https://www.staterabiopharma.com/investors. An archive of the webcast will remain available for 90 days beginning at approximately 6:30 p.m. ET, on November 15, 2021.

 

About Statera Biopharma

Statera Biopharma is a clinical-stage biopharmaceutical company developing novel immunotherapies targeting autoimmune, neutropenia/anemia, emerging viruses and cancers based on a proprietary platform designed to rebalance the body’s immune system and restore homeostasis. Statera has one of the largest platforms of toll-like receptors (TLR) in the biopharmaceutical industry with TLR4 and TLR9 antagonists, and the TLR5 agonists, Entolimod and GP532. TLRs are a class of protein that plays a key role in the innate immune system. Statera is developing therapies designed to directly elicit within patients a robust and durable response of antigen-specific killer T-cells and antibodies, thereby activating essential immune defenses against autoimmune, inflammatory, infectious diseases, and cancers. Statera has clinical programs for Crohn’s disease (STAT-201), hematology (Entolimod), pancreatic cancer (STAT-401) and COVID-19 (STAT-205) in addition to potential expansion into fibromyalgia and multiple sclerosis. To learn more about Statera Biopharma, please visit https://www.staterabiopharma.com/.

 

3

 

Forward Looking Statements:

This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical fact contained in this press release, including statements regarding the Company's expected clinical development timeline for the Company's product candidates, future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals, the impact of any laws or regulations applicable to the company, and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "should," "estimate," "expect," "intend," "may," "plan," "project," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. The Company based these forward-looking statements on the current expectations about future events held by management. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company's control. The company's actual future results may differ materially from those discussed here for various reasons. The Company discusses many of these risks under the heading "Risk Factors" in the proxy statement/prospectus filed with the SEC on June 10, 2021, as updated by the company's other filings with the SEC. Factors that may cause such differences include, but are not limited to, the outcome of any legal proceedings that have been or may be instituted against the company related to the merger between Cleveland BioLabs and Cytocom; unexpected costs, charges or expenses resulting from the merger; the Company's need for additional financing to meet the Company's business objectives; the Company's history of operating losses; the Company's ability to successfully develop, obtain regulatory approval for, and commercialize the Company's products in a timely manner; the Company's plans to research, develop and commercialize the Company's product candidates; the Company's ability to attract collaborators with development, regulatory and commercialization expertise; the Company's plans and expectations with respect to future clinical trials and commercial scale-up activities; the Company's reliance on third-party manufacturers of the Company's product candidates; the size and growth potential of the markets for the Company's product candidates, and the Company's ability to serve those markets; the rate and degree of market acceptance of the Company's product candidates; regulatory requirements and developments in the United States, the European Union and foreign countries; the performance of the Company's third-party suppliers and manufacturers; the success of competing therapies that are or may become available; the Company's ability to attract and retain key scientific or management personnel; the Company's historical reliance on government funding for a significant portion of the Company's operating costs and expenses; government contracting processes and requirements; the exercise of significant influence over the Company's company by the Company's largest individual stockholder; the impact of the novel coronavirus ("COVID-19") pandemic on the Company's business, operations and clinical development; the geopolitical relationship between the United States and the Russian Federation as well as general business, legal, financial and other conditions within the Russian Federation; the Company's ability to obtain and maintain intellectual property protection for the Company's product candidates; the Company's potential vulnerability to cybersecurity breaches; and other factors discussed in the Company's SEC filings, including the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and the risk factors discussed under the heading "Risk Factors" in the proxy statement/prospectus the company filed in connection with the merger on June 10, 2021. Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. The Company does not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

 

 

- Financial Statements to Follow –

 

4

 

STATERA BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

   

September 30,

2021

   

December 31,

2020

 
                 

ASSETS

               

Current assets:

               

Cash and cash equivalents

  $ 9,216,349     $ 593,869  

Short-term investments

    233,642        

Accounts receivable

    144,244        

Due from subsidiary

          329,330  

Prepaid expenses

    2,688,472        

Other current assets

    1,045,332       2,547  

Total current assets

    13,328,039       925,746  

Non-current assets:

               

Operating lease right-of-use assets

    840,590       101,048  

Restricted cash

    5,000,000        

Goodwill

    76,972,668        

Intangible assets, net

    1,575,278        

Property and equipment, net

    119,133       8,690  

Contract asset

    192,222        

Total non-current assets

    84,699,891       109,738  

Assets of discontinued operation

    8,123          

Total assets

  $ 98,036,053     $ 1,035,484  

LIABILITIES AND STOCKHOLDERS EQUITY

               

Current liabilities:

               

Accounts payable and accrued expenses

  $ 5,928,805     $ 2,687,847  

Current portion of operating lease liabilities

    198,302       30,758  

Deferred revenue

    506,032        

Stock issuances due

    470,828        

Notes payable

    2,883,333       1,902,237  

Advances from related party

    200,000        

Total current liabilities

    10,187,300       4,620,842  

Operating lease liabilities, net of current portion

    737,403       70,380  

Long-term debt

    12,916,667        

Total long-term liabilities

    13,654,070       70,380  

Liabilities of discontinued operation

    63        

Total liabilities

    23,841,433       4,691,222  

Stockholders’ equity (deficit):

               

Preferred stock, $.005 par value; 1,000,000 shares authorized as of September 30, 2021 and December 31, 2020; 0 shares issued and outstanding as of September 30, 2021 and December 31, 2020

           

Common stock, $.005 par value; 150,000,000 shares authorized as of September 30, 2021 and 25,000,000 shares authorized as of December 31, 2020; 32,095,520 shares issued and outstanding as of September 30, 2021 and 13,376,062 shares issued and outstanding as of December 31, 2020

    160,478       160,478  

Additional paid-in capital

    126,220,319       23,946,747  

Accumulated other comprehensive loss

    (2,014

)

     

Accumulated deficit

    (52,256,361

)

    (27,762,963

)

Total Statera Biopharma, Inc. stockholders’ equity (deficit)

    74,122,422       (3,655,738

)

Noncontrolling interest in stockholders’ equity

    72,198        

Total stockholders’ equity (deficit)

    74,194,620       (3,655,738

)

Total liabilities and stockholders’ equity

  $ 98,036,053     $ 1,035,484  

 

See Notes to Condensed Consolidated Financial Statements.

December 31, 2020 capital structure is not retroactively restated for the recapitalization as a result of the merger.

 

5

 

STATERA BIOPHARMA, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

 

   

For the Three Months Ended

    For the Nine Months Ended  
   

September 30,

    September 30,  
   

2021

   

2020

    2021     2020  

Revenues:

                               

Grants and contracts

  $ 236,519     $ -     $ 236,519     $ -  

Cost of Revenue:

                               

Cost of goods sold

    115,927       -       115,927       -  

Gross Profit

    120,592       -       120,592       -  

Operating expenses:

                               

Research and development

    3,434,977       4,383,325       6,274,936       4,509,890  

Sales and marketing expense

    23,242       -       26,037       -  

General and administrative

    6,306,323       1,787,333       14,981,086       2,284,577  

Total operating expenses

    9,764,542       6,170,658       21,282,059       6,794,467  

Loss from operations

    (9,643,950

)

    (6,170,658

)

    (21,161,467

)

    (6,794,467

)

Other income (expense):

                               

Interest and other income (expense)

    (3,089,301

)

    491,817       (3,463,572

)

    (1,069,403

)

Total other income (expense)

    (3,089,301

)

    491,817       (3,463,572

)

    (1,069,403

)

Income from discontinued operations, net of income taxes

    (1

)

    -       (1

)

    -  

Net loss

    (12,733,250

)

    (5,678,841

)

    (24,625,038

)

    (7,863,870

)

Net loss attributable to noncontrolling interests

    13,419       -       13,419       -  

Net loss attributable to Statera Biopharma, Inc.

  $ (12,719,831

)

  $ (5,678,841

)

  $ (24,611,619

)

  $ (7,863,870

)

Net loss attributable to common stockholders per share of common stock, basic and diluted

  $ (0.47

)

  $ (1.84

)

  $ (0.86

)

  $ (1.13

)

Weighted average number of shares used in calculating net loss per share, basic and diluted

    27,036,583       3,081,294       28,671,422       6,957,095  

 

See Notes to Condensed Consolidated Financial Statements.

 

6

 

STATERA BIOPHARMA, INC. AND SUBSIDIARIES

SUMMARIZED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

   

For the Nine Months Ended September 30,

 
   

2021

   

2020

   

Variance

 

Cash flows used in operating activities

  $ (20,064,262

)

  $ (8,363,019

)

  $ (11,701,243

)

Cash flows provided by (used in) investing activities

    13,559,901       (6,613

)

    13,566,514  

Cash flows provided by financing activities

    20,128,855       8,688,090       11,440,765  

Effect of exchange rate on cash and cash equivalents

    (2,014

)

    -       (2,014

)

Increase in cash and cash equivalents

    13,622,480       318,458       13,304,022  

Cash and cash equivalents at beginning of period

    593,869       1,650       592,219  

Cash, restricted cash and cash equivalents at end of period

  $ 14,216,349     $ 320,108     $ 13,896,241  

 

 

 

Contacts:

Statera Biopharma

Nichol Ochsner

Executive V.P. Investor Relations and Corporate Communications

(732) 754-2545

nichol.ochsner@staterabiopharma.com

 

Tiberend Strategic Advisors, Inc.

Maureen McEnroe, CFA (Investors) 

(212) 375-2664 

mmcenroe@tiberend.com  

 

Johanna Bennett (Media) 

(212) 375-2686  

Jbennett@tiberend.com

 

7

Exhibit 99.2

 

 

 

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