Unassociated Document
Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-160648
Prospectus
Supplement No. 1
(to
Prospectus dated October 26, 2009)
CLEVELAND
BIOLABS, INC.
4,366,381
Shares
This
Prospectus Supplement No. 1 supplements and amends the prospectus dated October
26, 2009 (the “Prospectus”) relating to the offer and sale of up to 4,366,381
shares of our common stock which may be offered from time to time by the selling
stockholders identified in the Prospectus for their own
accounts. This Prospectus Supplement is not complete without, and may
not be delivered or used except in connection with the original
Prospectus.
This
Prospectus Supplement No. 1 modifies and supersedes, in part, the information in
the Prospectus. Any information that is modified or superseded in the Prospectus
shall not be deemed to constitute a part of the Prospectus, except as modified
or superseded by this Prospectus Supplement No. 1. We may amend or
supplement the Prospectus from time to time by filing amendments or supplements
as required. You should read the entire Prospectus and any amendments or
supplements carefully before you make an investment decision.
Investing
in our common stock involves risk. See “Risk Factors” on page 6
of the Prospectus, and on page 20 of the Form 10-K filed by us with
the Securities and Exchange Commission on March 30, 2009.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if the Prospectus or
this Prospectus Supplement No. 1 is truthful or complete. Any
representation to the contrary is a criminal offense.
The date
of this Prospectus Supplement No. 1 is November 23, 2009.
EXPLANATORY
NOTE
This
Prospectus Supplement No. 1 supplements the disclosure on page 17 of the
Prospectus.
On
November 23, 2009, Cleveland BioLabs, Inc. (the “Company”) entered into an
advisory agreement with Garden State Securities, Inc. (“GSS”) pursuant to which
GSS will provide various financial advisory services, including guidance
regarding corporate finance and other strategic transactions. In
consideration for its services, the Company shall issue GSS (or its designees)
70,000 shares of restricted stock no earlier than January 1,
2010. The services rendered under this agreement are unrelated to the
Company’s sale of its Series D Convertible Preferred Stock in February and March
of 2009.