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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): February 21, 2022
 
Statera Biopharma, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-32954
  
20-0077155
(State or other jurisdiction of
incorporation or organization)
  
(Commission
File Number)
  
(I.R.S. Employer
Identification No.)
 
2537 Research Boulevard, Suite 201
Fort Collins, CO 80526
(Address of principal executive offices) (Zip Code)
 
Registrant’s telephone number, including area code: (888) 613-8802
 
N/A
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
 
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
 
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
 
Securities 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
 
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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 21, 2022, Steve Barbarick, a member of the Board of Directors (the “Board”) of Statera Biopharma, Inc. (the “Company”), resigned from his position as a Board member, effective immediately. Mr. Barbarick’s resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Barbarick will continue in an advisory position.
 
On February 22, 2022, the Board appointed Dr. Satish Chandran as a director of the Company, to fill the vacancy created by Mr. Barbarick’s resignation, effective February 24, 2022. Dr. Chandran will serve in such position until his earlier death, resignation or removal from office. The Company expects that Dr. Chandran will serve as a member of the Board’s audit committee, compensation committee, and nominating and corporate governance committee. The Board has affirmatively determined that Dr. Chandran is “independent” within the meaning of the listing standards of The Nasdaq Stock Market (“Nasdaq”). In addition, Dr. Chandran is independent under Nasdaq’s heightened independence standards applicable to audit committee and compensation committee members.
 
Dr. Chandran, age 66, is a biotechnology veteran with over 30 years in leadership positions at early and mid-stage biotech and pharmaceutical companies. Since April 2021, Dr. Chandran has served as President and Chief Executive Officer of Lay Sciences, Inc., Chief Executive Officer of Physis Pharma, Inc. (formerly Akshaya Bio), and CEO of Prodigy Biotech, Inc. From August 2020 to April 2021, Dr. Chandran served as President, Chief Operating Officer and Chief Technology Officer of Marizyme, Inc. following the acquisition of Somahlution. Prior to that time, he founded and served as Chief Executive Officer of Somahlution until its acquisition by Marizyme.
 
Prior to founding Somahlution, Dr. Chandran served as Chief Technology Officer at Pfizer Inc.’s BioTherapeutics Pharmaceutical Sciences Division and as CSO and COO of Nucleonics, Inc.
 
Dr. Chandran has demonstrated a diverse skill set with significant experience in corporate management, product development, legal and regulatory affairs and sales and marketing strategies. He has been a serial entrepreneur over the last 30 years, founding and leading several biotech companies. In addition to his tenure at biotech and large pharma companies, he has also served as faculty at several universities and research institutions, including Thomas Jefferson University as Associate Professor, IHVR (Institute for Hepatitis and Virus Research)/The Blumberg Institute as Professor and North Dakota State University as Professor. He brings vast experience in product development that includes drugs, biologicals and medical devices and commercialization.
 
Dr. Chandran received his Ph.D. from Memorial University in Newfoundland, Canada and completed a post-doctoral fellowship at Fox Chase Cancer Center in Philadelphia, PA.
 
Item 7.01. Regulation FD Disclosure.
 
On February 25, 2022, the Company issued a press release announcing the appointment of Dr. Chandran to the Board and the resignation of Mr. Barbarick from the Board.
 
The information included in Item 7.01 to this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit No.
  
Description
     
99.1
  
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: February 25, 2022
/s/ Teifion Hill
 
Teifion Hill
 
Corporate Secretary
 
 

Exhibit 99.1

 

Statera Biopharma Announces Changes to Board of Directors

 

—Satish Chandran of Lays Sciences and Physis Pharma, Inc. to join Board of Directors as Steve Barbarick transitions to advisory role—

 

FORT COLLINS, Colo., Feb. 25, 2022 (GLOBE NEWSWIRE) -- Statera Biopharma, Inc. (NASDAQ: STAB) (the “Company” or “Statera Biopharma”), a leading biopharmaceutical company creating next-generation immune therapies that focus on immune restoration and homeostasis, today announced two changes to their Board of Directors. Satish Chandran, Ph.D., President and CEO of Lays Sciences, Inc. and CEO of Physis Pharma, Inc., will join the Board of Directors effective February 24, 2022. Steve Barbarick, resigned as a Director on February 21, 2022, and will continue in an advisory position.

 

“We are thrilled to welcome Dr. Chandran, a biotechnology veteran with more than 30 years of experience in drug, biologicals and medical device product development and commercialization, to our board at this exciting time as Statera Biopharma advances our pipeline toward several clinical milestones,” said Michael K. Handley, President and Chief Executive Officer, Statera Biopharma. “At this same time, we thank Steve Barbarick for his service. I am delighted we will continue to benefit from his expertise in his role as an advisor.”

 

Dr. Chandran, who has held several leadership positions at early and mid-stage biotech and pharmaceutical companies, is also a board member and CEO of Prodigy Biotech, Inc., in addition to his positions with Lays Sciences, Inc. and Physis Pharma, Inc. In addition to several other executive biopharma roles, Dr. Chandran was the Chief Technical Officer of Pfizer Biotherapeutics. Dr. Chandran was instrumental in the creation of RPK Pharma, Inc., a joint venture between Prodigy Biotech, Inc., Reagene Biosciences Pvt. Ltd. and Kyntox Pvt. Ltd. to develop OTC and medical device products based on IgY technology. Until April 2021, Dr. Chandran was the Chief Technology Officer, President and Chief Operating Officer of Marizyme (OTC: MRZM).

 

“I’m grateful for the exciting opportunity to help Statera Biopharma deliver on its mission to restore immune health to patients’ dysfunctional immune systems, repairing and revitalizing them to more effectively fight cancers, emerging viruses, and other diseases,” said Dr. Chandran. “Statera Biopharma is poised to reach several clinical milestones in 2022, which will benefit patients with conditions ranging from Crohn’s disease to SARS-CoV-2 viral infections.”

 

“It has been a pleasure to serve as a member of the Board of Directors during this transformative period for Statera Biopharma. While I will be stepping down as a member of the Board of Directors, I am proud of the Company’s accomplishments and look forward to serving in an advisory role as we successfully navigate new milestones,” said Mr. Barbarick.

 

About Statera Biopharma Statera Biopharma, Inc. (formerly Cytocom, Inc.) 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 Biopharma has a large platform of toll-like receptor (TLR) agonists 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 Biopharma 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 Biopharma 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  www.staterabiopharma.com.

 

 
 

 

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. We have 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.

 

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. We do 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.

 

Contacts: 

Statera Biopharma

Nichol Ochsner

Executive V.P. Investor Relations and Corporate Communications

(732) 754-2545

nichol.ochsner@staterabiopharma.com

 

FINN Partners

Glenn Silver (Media)

(973) 818-8198

glenn.silver@finnpartners.com

 

FINN Partners

David Carey (IR)

(212) 867-1768

David.carey@finnpartners.com