BUFFALO, NY / ACCESSWIRE / February 23, 2021 / Cleveland BioLabs, Inc. (NASDAQ: CBLI), today announced that it has completed its previously announced registered direct offer for the issuance and sale of 2,000,000 common shares at a purchase price of $ 7.00 per action.

HC Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds of the offering for the Company were $ 14 million. The Company currently intends to use the net proceeds of the Offering for general corporate purposes.

The shares described above were offered and sold by the Company as part of a registered direct offer in accordance with a “shelf” registration statement on Form S-3 (registration number 333-238578), including including an accompanying prospectus previously filed with and declared effective by the Securities and Exchange Commission (the “SEC”) on May 29, 2020. The offer was made only by way of a prospectus supplement which forms part of the registration statement. A final prospectus supplement and accompanying prospectus relating to the offering have been filed with the SEC and are available on the SEC’s website at http://www.sec.gov. Electronic copies of the Prospectus Supplement and accompanying prospectus may also be obtained by contacting HC Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at 646-975-6996 or by email to placements@hcwco.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described in this document, and there will be no sale of such securities in any state or other jurisdiction in which such offering, soliciting or selling would be illegal prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Cleveland BioLabs

Cleveland BioLabs, Inc. is an innovative biopharmaceutical company developing new approaches to activate the immune system and meet serious medical needs. Cleveland BioLabs’ proprietary Toll-like immune receptor activator platform addresses conditions such as radiation sickness and the side effects of cancer treatment. Cleveland Biolabs’ most advanced product candidate, Entolimod, is being developed as a medical radiation countermeasure to prevent death from acute radiation syndrome and, through its joint venture with Everon Biosciences, LLC – Genome Protection, Inc. – for other anticancer and anti-aging indications. In addition, Cleveland BioLabs also operates in the Russian Federation through a joint venture with the joint stock company RUSNANO, Panacela Labs, Inc. Cleveland BioLabs has strategic relationships with the Cleveland Clinic and the Roswell Park Cancer Institute. To learn more about Cleveland BioLabs, please visit http://www.cbiolabs.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 future financial condition, business strategy, new products, budgets, liquidity, cash flow, costs projected, regulatory approvals, the impact of any laws or regulations applicable to Cleveland BioLabs or Cytocom, management plans and objectives for future operations, expected ownership in the combined company by former Cytocom security holders and holders of Cleveland BioLabs securities immediately prior to the merger and the governance of the combined company are forward-looking statements. The words “anticipate”, “believe”, “continue”, “should”, “estimate”, “expect”, “intend”, “be able”, “plan”, “plan”, ” “Will” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements on current expectations regarding future events held by the management of both companies. While we believe these expectations are reasonable, these forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the control of either company. Actual future results of Cleveland BioLabs or Cytocom may differ materially from those discussed here for various reasons. Cleveland BioLabs addresses many of these risks in Item 1A under the heading “Risk Factors” in its Annual Report on Form 10-K for the year ended December 31, 2019, as updated by its other documents filed with the SEC. Factors that could cause such differences include, but are not limited to, the risk that the proposed merger will not be completed on time or at all, which could adversely affect the business of Cleveland BioLabs and the price of the common shares of Cleveland BioLabs. Cleveland BioLabs; the failure of either party to meet any of the conditions for the completion of the proposed merger, including shareholder approval of Cleveland BioLabs; uncertainties as to the timing of the proposed merger; the occurrence of any event, change or other circumstance that may result in the termination of the merger agreement; the effect of the announcement or expectation of the proposed merger on the business relationships, results of operations and business of Cleveland BioLabs generally; the risks that the proposed merger will disrupt current plans and operations and the potential difficulties in retaining employees as a result of the proposed merger; risks associated with distraction of management’s attention from the day-to-day business operations of each company; the outcome of any legal proceedings that may be brought against Cleveland BioLabs or Cytocom in connection with the merger agreement or the proposed merger; unforeseen costs, charges or expenses resulting from the proposed merger; the need for additional financing of each company to achieve its business objectives; the history of operating losses suffered by the two companies; the substantial doubt expressed by the independent auditors of each company as to its respective ability to continue to operate; the ability of each company to successfully develop, obtain regulatory approval and market its products in a timely manner; each company’s plans to research, develop and market its product candidates; the ability of each company to attract employees with expertise in development, regulation and marketing; the plans and expectations of each company with respect to future clinical trials and large-scale commercial activities; the dependence of each company on third party manufacturers of its product candidates; the size and growth potential of markets for each company’s product candidates, and each company’s ability to serve those markets; the rate and degree of market acceptance of each company’s product candidates; regulatory requirements and developments in the United States, the European Union and in foreign countries; the performance of each company’s third-party suppliers and manufacturers; the success of competing therapies that are or may become available; the ability of each firm to attract and retain key scientific or management personnel; Cleveland BioLabs’ historic reliance on government funding for a significant portion of its operating costs and expenses; government contracting process and requirements; the exercise of control of Cleveland BioLabs by its majority shareholder; geopolitical relations between the United States and the Russian Federation as well as general business, legal, financial and other conditions within the Russian Federation; the ability of each company to obtain and maintain intellectual property protection for its product candidates; the potential vulnerability of each company to cybersecurity breaches; the intended use of the proceeds of the registered direct offer; and other factors discussed in other documents filed with the SEC by Cleveland BioLabs, including its Annual Report on Form 10-K for the year ended December 31, 2019. In view of 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 assume no obligation to update any such statements or to publicly announce the results of any revisions to any such statements to reflect future events or developments.


Cleveland BioLabs, Inc.
(716) 849-6810 ext 101

THE SOURCE: Cleveland BioLabs, Inc.

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