FORT COLLINS, Colo. and
BUFFALO, N.Y., Feb. 17, 2021 /PRNewswire/ -- Cleveland BioLabs,
Inc. (NASDAQ: CBLI), an innovative biopharmaceutical company
developing novel approaches to activate the immune system, filed a
registration statement on Form S-4 (the "Registration Statement")
with the U.S. Securities and Exchange Commission (SEC) in
connection with its previously announced merger agreement with
Cytocom, Inc., a leading biopharmaceutical
company creating
next-generation immune therapies that deliver immune
homeostasis.
The Registration Statement is not yet in effect. However, the
Registration Statement, including the proxy statement/ prospectus
contained therein, contains important information about the
proposed transaction and the parties to the transaction. The filing
represents an important step toward Cytocom's and Cleveland
BioLabs' intended combination of their businesses to become a
single, publicly-traded company. The parties expect that the common
stock of the combined company will trade on the Nasdaq Capital
Market under the symbol "CYTO," and that the merger will
potentially close during the second quarter of 2021.
As previously announced, the combined company will include a
shareholder base comprised of legacy Cytocom shareholders, legacy
Cleveland BioLabs shareholders and legacy ImQuest Life Sciences
shareholders. Immediately following the merger, legacy Cleveland
BioLabs shareholders are expected to own approximately 39% of the
outstanding shares of the combined company on a fully diluted basis
and legacy Cytocom shareholders (including former ImQuest
shareholders) are expected to own approximately 61% of the
outstanding shares of the combined company on a fully diluted
basis.
The proposed merger between Cleveland Biolabs and Cytocom, and
Cytocom's intended acquisition of ImQuest Life Sciences, have the
potential to create a transformative growth opportunity for
Cytocom, as well as the shareholders of both Cleveland BioLabs and
ImQuest Life Sciences.
Following completion of the proposed business combination,
Cytocom's experienced management team will become the management
team of the combined company. Michael K.
Handley will serve as President and CEO of the new Cytocom.
The combined company's board of directors will be composed of
up to seven members, consisting of three individuals
designated by Cleveland BioLabs, two of whom will
be current board members Randy
Saluck and Lea Verny and the third of whom will be
designated at a later time, and four individuals designated by
Cytocom, three of whom will be Michael K. Handley,
Taunia Markvicka, and
Steve Barbarick, and the fourth of whom will be
designated at a later time.
About Cytocom
Cytocom Inc. is a clinical-stage biopharmaceutical company
developing novel immunotherapies targeting autoimmune,
inflammatory, infectious diseases and cancers based on a
proprietary platform designed to rebalance the body's immune system
and restore homeostasis. Cytocom is developing therapies designed
to elicit directly 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. Specifically, Cytocom has four
programs in late-stage clinical development in Crohn's disease,
Fibromyalgia, Multiple Sclerosis and Pancreatic Cancer.
Cytocom believes that its technologies can meaningfully leverage
the human immune system for prophylactic and therapeutic purposes
by eliciting killer T cell response levels not achieved by other
published immunotherapy approaches. Cytocom's immunomodulatory
technology restores the balance between the cellular (Th1) and the
humoral (Th2) immune systems. Immune balance is regulated through
T-helper cells that produce cytokines. The Th1 lymphocytes help
fight pathogens within cells like cancer and viruses through
interferon-gamma and macrophages. The Th2 lymphocytes target
external pathogens like cytotoxic parasites, allergens, toxins
through the activation of B-cells and antibody production to effect
to dendritic cells, which are natural activators of killer T cells,
also known as cytotoxic T cells, or CD8+ T cells. Furthermore, the
Cytocom technology antagonizes the Toll-like Receptors to inhibit
pro-inflammatory cytokines. To learn more about Cytocom,
Inc., please visit www.cytocom.com
About Cleveland BioLabs
Cleveland BioLabs, Inc. is an innovative biopharmaceutical
company developing novel approaches to activate the immune system
and address serious medical needs. Cleveland BioLabs' proprietary
platform of Toll-like immune receptor activators addresses
conditions such as radiation sickness and cancer treatment side
effects. Cleveland Biolabs' most advanced product candidate,
Entolimod is being developed as a medical radiation countermeasure
for preventing death from acute radiation syndrome and, through its
joint venture with Everon Biosciences, LLC - Genome Protection,
Inc. – for other anticancer and antiaging indications.
Additionally, Cleveland BioLabs also conducts business in the
Russian Federation through a joint
venture with Joint Stock Company RUSNANO, Panacela Labs, Inc.
Cleveland BioLabs maintains strategic relationships with the
Cleveland Clinic and Roswell Park Cancer Institute. To learn more
about Cleveland BioLabs, please visit http://www.cbiolabs.com.
Additional Information and Where to Find It
Cleveland BioLabs has filed a Registration Statement on Form S-4
containing a proxy statement/prospectus of Cleveland BioLabs and
other documents concerning the proposed merger with the SEC.
Before making any voting decision, Cleveland BioLabs
stockholders are urged to read the proxy statement/prospectus in
its entirety and any other documents filed by Cleveland BioLabs
with the SEC in connection with the proposed merger or incorporated
by reference therein because they contain important information
about the proposed transaction and the parties to the proposed
transaction. Investors and stockholders can obtain a free copy
of the proxy statement/prospectus and other documents
containing important information about Cleveland BioLabs and
Cytocom through the website maintained by the SEC at www.sec.gov.
Cleveland BioLabs also makes available free of charge at
www.cbiolabs.com (in the "Investors" section), copies of materials
that Cleveland BioLabs files with, or furnishes to, the SEC.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an
offer to purchase or a solicitation of an offer to sell any
securities. Cleveland BioLabs and Cytocom, and each of their
respective directors, executive officers and certain employees may
be deemed to be participants in the solicitation of proxies from
the stockholders of Cleveland BioLabs in connection with the
proposed merger. Security holders may obtain information regarding
the names, affiliations and interests of Cleveland BioLabs'
directors and officers in Cleveland BioLabs' Annual Report on Form
10-K for the fiscal year ended December 31,
2019, which was filed with the SEC on April 15, 2020, and Amendment No. 1 to its Annual
Report on Form 10-K, which was filed with the SEC on April 29, 2020. To the extent the holdings of
Cleveland BioLabs' securities by the directors and executive
officers of Cleveland BioLabs have changed from the amounts set
forth in Cleveland BioLabs' amended Annual Report, such changes
have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Additional information regarding the
interests of such individuals in the proposed merger will be
included in the proxy statement/prospectus relating to the proposed
merger when it is filed with the SEC. These documents (when
available) may be obtained free of charge from the SEC's website at
www.sec.gov and Cleveland BioLabs' website at 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 the future financial
position, business strategy, new products, budgets, liquidity, cash
flows, projected costs, regulatory approvals, the impact of any
laws or regulations applicable to Cleveland BioLabs or Cytocom,
plans and objectives of management for future
operations, the expected ownership in the combined
company by the former Cytocom securityholders and securityholders
of Cleveland BioLabs as of immediately prior to the merger and
governance of the combined company 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 of both companies. While we believe these
expectations are reasonable, such forward-looking statements are
inherently subject to risks and uncertainties, many of which are
beyond the control of either company. The actual future results of
Cleveland BioLabs or Cytocom may differ materially from those
discussed here for various reasons. Cleveland BioLabs discusses
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
filings with the SEC. Factors that may cause such differences
include, but are not limited to, the risk that the proposed merger
may not be completed in a timely manner or at all, which may
adversely affect Cleveland BioLabs' business and the price of
Cleveland BioLabs' common stock; the failure of either party to
satisfy any of the conditions to the consummation of the proposed
merger, including the approval of Cleveland BioLabs' stockholders;
uncertainties as to the timing of the consummation of the proposed
merger; the occurrence of any event, change or other circumstance
that could give rise to the termination of the merger agreement;
the effect of the announcement or pendency of the proposed merger
on Cleveland BioLabs' business relationships, operating results and
business generally; risks that the proposed merger disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the proposed merger; risks related to
diverting management's attention from each company's ongoing
business operations; the outcome of any legal proceedings that may
be instituted against Cleveland BioLabs or Cytocom related to the
merger agreement or the proposed merger; unexpected costs, charges
or expenses resulting from the proposed merger; each
company's need for additional financing to meet its business
objectives; the history of operating losses experienced by both
companies; the substantial doubt expressed by each company's
independent auditors about its respective ability to continue as a
going concern; each company's ability to successfully develop,
obtain regulatory approval for, and commercialize its products in a
timely manner; each company's plans to research, develop and
commercialize its product candidates; each company's ability to
attract collaborators with development, regulatory and
commercialization expertise; each company's plans and expectations
with respect to future clinical trials and commercial scale-up
activities; each company's reliance on third-party manufacturers of
its product candidates; the size and growth potential of the
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 foreign countries; the
performance of each company's third-party suppliers and
manufacturers; the success of competing therapies that are or may
become available; each company's ability 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 processes and
requirements; the exercise of control over Cleveland BioLabs by its
majority stockholder; 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; each company's
ability to obtain and maintain intellectual property protection for
its product candidates; each company's potential vulnerability to
cybersecurity breaches; and other factors discussed in other SEC
filings of Cleveland BioLabs, including its Annual Report on Form
10-K for the year ended December 31,
2019.
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.
Contact
Cytocom
Tiberend Strategic Advisors, Inc.
Maureen McEnroe, CFA/Miriam Weber Miller (investors)
212-375-2664/212-375-2694
mmcenroe@tiberend.com
mmiller@tiberend.com
Johanna Bennett (media)
212-375-2686
jbennett@tiberend.com
Cleveland BioLabs:
Cleveland BioLabs, Inc.
(716) 849-6810 ext. 101
investor.relations@cbiolabs.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/cleveland-biolabs-inc-files-registration-statement-on-form-s-4-for-proposed-merger-with-cytocom-inc-301230319.html
SOURCE Cytocom, Inc.