Cleveland BioLabs Concludes Private Placement of Series D Preferred Stock and Common Stock Warrants
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BUFFALO, NY, Mar 30 (MARKET WIRE) --
Cleveland BioLabs, Inc. (NASDAQ: CBLI) (the "Company") announced today
that it concluded its offering of series D convertible preferred stock
("Series D Preferred"), and warrants to purchase common stock, raising in
a final closing on March 27, 2009, approximately $800,000 in capital
through a private placement of 78.9 shares of Series D Preferred and
warrants to purchase 563,576 shares of the Company's common stock. This
issuance of Series D Preferred and warrants is in addition to the
previous issuances of Series D Preferred and warrants to purchase common
stock consummated on February 13, 2009, and March 20, 2009, announced by
the Company on February 17, 2009, and March 23, 2009, respectively.
The aggregate purchase price paid by the purchasers in the recently
consummated transaction was $789,000 bringing the total amount raised at
all three closings to approximately $5,428,000. After related fees and
expenses, the Company received approximately $4,460,000 in the aggregate.
The Company intends to use the proceeds of the private placement for
working capital purposes.
Michael Fonstein, Ph.D., President and Chief Executive Officer of
Cleveland BioLabs, commented, "The Company has prepared itself to weather
the economic downturn currently experienced in the capital markets by
adding to our coffers and streamlining our development programs. With
capital resources anticipated to be sufficient to see Protectan CBLB502
through to submission for FDA approval and potential commercialization
for defense applications, and a rich pipeline of additional compounds at
or nearing critical valuation inflection points, we believe the Company
is positioned to achieve success in these challenging times and continue
to deliver value to all of our stakeholders."
Garden State Securities, Inc. (the "Agent") served as exclusive placement
agent in the transaction. For its services, the Agent received gross cash
compensation in the amount of approximately $543,000 and warrants (in
gross amount) to purchase 387,736 shares of common stock.
Each share of Series D Preferred is convertible into approximately 7,143
shares of common stock at the conversion price of $1.40, and each warrant
is exercisable for one share of common stock at the exercise price of
$1.60. In the aggregate, all of the Series D Preferred issued are
convertible into 3,877,386 shares of common stock and all of the warrants
issued (including those issued to the Agent) are exercisable for 4,265,122
shares of common stock.
At its annual meeting of stockholders, the Company intends to seek
approval of various matters relating to the transaction. Directors,
executive officers and certain large stockholders of the Company who
together hold approximately 33% of the total voting power of the
outstanding capital stock of the Company eligible to vote as of the date
of the issuance have agreed to vote in favor of these approvals. The
Company has scheduled the annual meeting for June 25, 2009 in Buffalo,
New York, for stockholders of record on April 27, 2009.
The Company intends to file a Current Report or Form 8-K with the
Securities and Exchange Commission today, which will include a more
detailed description of the transaction.
About Cleveland BioLabs, Inc.
Cleveland BioLabs, Inc. is a drug discovery and development company
leveraging its proprietary discoveries around programmed cell death to
develop treatments for cancer and protection of normal tissues from
exposure to radiation and other stresses. The Company has strategic
partnerships with the Cleveland Clinic, Roswell Park Cancer Institute,
ChemBridge Corporation and the Armed Forces Radiobiology Research
Institute. To learn more about Cleveland BioLabs, Inc., please visit the
company's website at http://www.cbiolabs.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements included in this press release are "forward-looking
statements" intended to qualify for the safe harbors from liability
established by the Private Securities Litigation Reform Act of 1995. The
transaction described above does not assure that the Company's business or
financial results will be successful or that the Company will not need to
raise additional capital. The Company may not be able to raise needed
additional capital on the same terms as those in the transactions
described above or on any other terms. Factors that may affect the
business or financial results or condition of the Company include the
availability of capital, the progress and outcome of clinical trials and
obtaining necessary regulatory approvals and are described more
extensively in the Company's filings with the SEC. Stockholders and other
readers are urged to consider these risks carefully in evaluating the
forward-looking statements made herein and are cautioned not to place
undue reliance on such forward-looking statements. The forward-looking
statements made herein are only made as of the date of this press release
and, except as expressly required by the federal securities laws, the
Company disclaims any obligation to publicly update such forward-looking
statements to reflect subsequent events, circumstances or development.
Additional Information
The Company intends to file a proxy statement and other relevant documents
concerning the transaction described above with the SEC. The proxy
statement will be distributed to the Company's stockholders in connection
with a meeting of stockholders. Stockholders are urged to read the proxy
statement, the documents incorporated by reference in the proxy statement,
the other documents filed with the SEC and the other relevant materials
when they become available because they will contain important information
about the transaction. Investors will be able to obtain these documents
free of charge at the SEC's website (http://www.sec.gov). The directors,
executive officers, and certain other members of management and employees
of the Company and its subsidiaries are participants in the solicitation
of proxies in favor of approval of the transaction and related matters
from the stockholders of the Company. Information about the directors and
executive officers of the Company is set forth in its proxy statement for
the 2008 annual meeting of stockholders filed with the SEC on April 1,
2008. Additional information regarding the interests of such participants
will be included in the transaction-related proxy statement and the other
relevant documents filed with the SEC when they become available.
The preferred stock and warrants described in this press release will not
be registered under the Securities Act of 1933, as amended, or applicable
state securities laws and, unless so registered, may not be offered or
sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state
securities laws. This press release does not constitute an offer to sell
or the solicitation of an offer to buy securities, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in which
such offer, solicitation or sale is unlawful.
Contact:
Rachel Levine
Director Corporate Development & Communications
Cleveland BioLabs, Inc.
T: (646) 284-9439
E: rlevine@cbiolabs.com
Copyright 2009, Market Wire, All rights reserved.
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