false 0001318641 0001318641 2022-09-01
2022-09-01
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): September 1,
2022
Statera Biopharma, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
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001-32954
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20-0077155
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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2537 Research Boulevard, Suite 201
Fort Collins, CO 80526
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(Address of Principal Executive Offices and zip code)
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(888) 613-8802
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(Registrant's Telephone Number, Including Area Code)
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Securities registered or to be registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, par value $0.005
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STAB
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NASDAQ Capital Market
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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:
☐ 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))
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 1.01 Entry into a Material Definitive Agreement
On September 2, 2022, Statera Biopharma, Inc. (the “Company”)
entered a Binding Letter of Intent (“LOI”) with Lay Sciences, Inc.
(“Lay”), pursuant to which the Company will manufacture, and test
IgY polyclonal antibody products created by Lay. The LOI provides
for an exclusivity period of ninety (90) days (the “Exclusivity
Period”) for negotiating and finalizing a definitive agreement (the
“Definitive Agreement”). During the Exclusivity Period, which
begins from the date of the LOI, Lay will not engage in activities
with any third party in relation to the acquisition of the
Company.
Pursuant to the LOI, (i) Lay shall complete technology transfer to
the Company; and (ii) the Company shall (A) assist Lay in testing
its current and future products for activity and purity, In
consideration of the manufacturing right granted to the Company by
Lay, the Company shall (i) issue 500,000 shares of preferred stock
of the Company to Lay and (ii) pay up to $500,000 to Lay within 30
days of the execution of the LOI.
The foregoing description of the LOI does not purport to be
complete and is qualified in its entirety by reference to the full
text of the LOI, a copy of which is filed as Ex. 10.1 to this
report and is incorporated by reference herein.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On September 1, 2022, the Company was notified by the Listing
Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC
(“Nasdaq”) that the Company’s common stock would be subject to
delisting due to the Company’s non-compliance with the filing
requirement set forth in Nasdaq Listing Rule 5250(c)(1) unless the
Company timely requested a hearing before the Nasdaq Hearings Panel
(the “Panel”). The Company has not yet filed the Form 10-K for the
fiscal year ended December 31, 2021 (“Form 10-K”), or the Forms
10-Q for the quarterly periods ended March 31, 2022 and June 30,
2022 (collectively, “Form 10-Qs”) with the Securities and Exchange
Commission. The Company intends to timely request a hearing before
the Panel, which request will stay any further action by Nasdaq at
least pending the issuance of a decision by the Panel and the
expiration of any extension the Panel may grant to the Company
following the hearing.
The Company is diligently working to evidence compliance with the
filing requirement; however, there can be no assurance that the
Panel will determine to continue the Company’s listing or that the
Company will be able to evidence compliance with the applicable
listing criteria within the period of time that may be granted by
the Panel.
The Company expects and intends to submit the Form 10-K and the
Form 10-Qs and intends to file the Form 10-K and Form 10-Qs as soon
as practicable.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated
by reference into this Item 3.02 in its entirety. The Company
intends to issue shares of preferred stock to Lay pursuant to the
exemption from the registration requirements of the Securities Act
of 1933, as amended (the “Securities Act”), available under Section
4(a)(2) and/or Rule 506(b) of Regulation D promulgated
thereunder.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On September 2, 2022, the Board of Directors of the Company
appointed John Kallassy as a director of the Company, effective
September 2, 2022, to fill the vacancy created by Randy Saluck’s
resignation. Mr. Kallassy will serve in such position until his
successor is elected and qualified or until his earlier death,
resignation, or removal. Mr. Kallassy 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 Mr. Kallassy is “independent” within the meaning of
the listing standards of The Nasdaq Stock Market (“Nasdaq”). In
addition, Mr. Kallassy is independent under Nasdaq’s heightened
independence standards applicable to audit committee and
compensation committee members. The Board also appointed
Mr. Kallassy as an “audit committee financial expert” as
defined in Item 407(d)(5) of Regulation S-K and Chairperson of
the Audit Committee of the Board.
Mr. Kallassy currently serves as Chief Executive Officer and Board
Chairman of biotech company Bactana Corp and Chief Financial
Officer of animal health biologics company Torigen Pharmaceuticals,
Inc. Mr. Kallassy has more than 25 years’ experience in finance and
biotech innovation, including roles as CEO of Siemens spinoff
Zargis Medical Corp and chief financial officer of Jaguar Health,
which he supported through its Nasdaq IPO in 2015. Mr. Kallassy
received his bachelor’s degree in biology from the State University
of New York at Brockport, studied pharmacology at the University of
Leeds, and received his MBA from Cornell’s Johnson Graduate School
of Management.
The Company confirms that (1) there is no family relationship
between Mr. Kallassy and any director or executive officer of the
Company, (2) there was no arrangement or understanding between Mr.
Kallassy and any other person pursuant to which he was elected to
his position with the Company, and (3) there is no transaction
between Mr. Kallassy and the Company that would require disclosure
under Item 404(a) of Regulation S-K.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements
that are based on management’s beliefs and assumptions and on
information currently available to the Company’s management.
Forward-looking statements include statements regarding the
Company’s intention to enter into a Definitive Agreement, the
Company’s intention to request a hearing before the Panel, the
Company’s ability to file the Form 10-K and the Form 10-Qs with the
SEC. Forward-looking statements include statements that are not
historical facts and can be identified by terms such as
“anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,”
“may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,”
“will,” “would” or similar expressions and the negatives of those
terms. The Company’s actual results and the timing of events could
materially differ from those anticipated in such forward-looking
statements as a result of certain risks and uncertainties including
those described in more detail in the Company’s most recent Annual
Report on Form 10-K and other documents on file with the SEC, each
of which can be found on the SEC’s website, www.sec.gov, or the
investor relations portion of the Company’s website,
https://ir.staterabiopharma.com/financial-information/sec-filings.
Except as required by law, the Company assumes no obligation to
update these forward-looking statements, or to update the reasons
actual results could differ materially from those anticipated in
these forward-looking statements, even if new information becomes
available in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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10.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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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.
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Statera
Biopharma, Inc. |
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Date: September 6,
2022 |
By: |
/s/
Michael K. Handley |
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Name: |
Michael K. Handley
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Title: |
Chief Executive Officer |
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