Contact Information: Contact: Rachel Levine Director Corporate Development & Communications Cleveland BioLabs, Inc. T: (646) 284-9439 E: rlevine@cbiolabs.com
Cleveland BioLabs Consummates Private Placement of Series D Preferred Stock and Common Stock Warrants
| Source: Cleveland BioLabs, Inc.
BUFFALO, NY--(Marketwire - February 17, 2009) - Cleveland BioLabs, Inc. (NASDAQ : CBLI ) (the
"Company") announced today that it has raised approximately $1,700,000 in
capital through a private placement of approximately 170 shares of series D
convertible preferred stock, with a stated value of $10,000 per share
("Series D Preferred"), and warrants to purchase an aggregate of 919,876
shares of the Company's common stock. The Company intends to use the
proceeds of the private placement for working capital purposes. The
Company is continuing with efforts to raise additional capital on the same
terms and conditions.
The Series D Preferred does not accrue dividends, ranks junior to the
Company's Series B Convertible Preferred Stock and senior to all shares of
Common Stock and other capital stock of the Company and is redeemable or
convertible by the Company commencing on February 13, 2012 (subject to
various conditions). Initially, each share of Series D Preferred is
convertible into approximately 5,405.5 shares of Common Stock at the
initial conversion price of $1.85. The conversion price is subject to
automatic reduction in a fixed amount on a periodic basis (commencing on
August 13, 2009) and also is subject to reduction if certain scientific
milestones are not met by the Company. The warrants have a seven-year term
and an initial exercise price of $2.60.
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 29.3% 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 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.