Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 31 2020 - 05:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ☒ Form
10-K ☐ Form
20-F ☐ Form
11-K ☐ Form
10-Q ☐ Form
10-D ☐ Form
N-SAR ☐ Form N-CSR
For Period Ended: December 31,
2019
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period
Ended:
Read Instruction (on back page) Before Preparing Form.
Please Print or Type.
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
|
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
Cleveland BioLabs, Inc.
Full Name of Registrant
73 High Street
Buffalo, New York 14203
Address of
Principal
Executive
Office (Street
and Number)
City, State and Zip Code
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
|
(a) |
The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort
or expense
|
|
|
|
☒
|
(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN
or Form N-CSR, or portion thereof, will be filed on or before the
fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will
be filed on or before the fifth calendar day following the prescribed
due date; and
|
|
|
|
|
(c) |
The accountant’s statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
|
PART III — NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K,
10-Q,10-D, N-SAR, N-CSR, or the transition report or portion
thereof, could not be filed within the prescribed time
period.
Cleveland BioLabs, Inc. (the “Registrant”) was not, without
unreasonable effort or expense, able to file its Annual Report on
Form 10-K for the fiscal year ended December 31, 2019 by the
applicable due date due to the Company not having resolved an issue
pertaining to the accounting treatment of certain cost overrun
amounts under certain of its contracts. The Registrant
continues to discuss these matters and assess their materiality
with the Registrant’s independent registered public accounting firm
and intends to file the Form 10-K within the 15-day extension
period provided by Rule 12b-25.
PART IV — OTHER INFORMATION
(1)
|
Name and telephone number of person to contact in regard to this
notification
|
|
Christopher Zosh |
|
(716) |
|
849-6810 |
|
|
(Name) |
|
(Area Code) |
|
(Telephone
Number) |
|
(2)
|
Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed ? If answer is no, identify report(s).
|
Yes ☒ No ☐
(3)
|
Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof ?
|
Yes ☒ No ☐
|
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be
made.
|
Due to the ongoing work of the Registrant in determining the effect
of the error on its current and prior-period financial results
described in Part III above, the Registrant is unable to make a
reasonable estimate of any changes in results of operations for the
year ended December 31, 2019 compared to December 31, 2018 until
such work is completed. However, the Company expects to report that
operating results for the fiscal year ended December 31, 2019 will
reflect (i) a decrease in revenue due to a decrease in revenue from
the Registrant’s Incuron service contract and from its Joint
Warfighter Medical Research Program contract for preclinical
studies, partially offset by an increase in revenues under its Peer
Reviewed Medical Research Program contract due to the commencement
of preparatory activities for a clinical study, (ii) a decrease in
research and development expenses due to reductions of funds spent
on entolimod for biodefense due to reduced preclinical development
activity in connection with delays related to the biocomparability
study and (iii) a reduction in net loss.
Cautionary Note About Forward-Looking Statements
This Form 12b-25 contains forward-looking statements that
involve risks and uncertainties. All statements other than
statements of current or historical fact contained in this current
report, including statements regarding our future financial
position, business strategy, new products, budgets, liquidity, cash
flows, projected costs, regulatory approvals, or the impact of any
laws or regulations applicable to us, 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 our current expectations about future
events. While we believe these expectations are reasonable, such
forward-looking statements are inherently subject to risks and
uncertainties, many of which are beyond our control. Our actual
future results may differ materially from those discussed here for
various reasons. We discuss many of these risks in Item 1A under
the heading “Risk Factors” in our Annual Report on Form 10-K for
the year ended December 31, 2018, as updated by our 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 Form 12b-25 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.
Cleveland BioLabs, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
Date: March 31, 2020
|
By:
|
/s/ Christopher Zosh
|
|
|
|
Christopher Zosh, Vice President of Finance
|
|
|
(principal executive officer and principal financial
officer)
|
2