Form 8-K

 

 

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 29, 2014

 

 

Cleveland BioLabs, Inc.

(Exact Name of Issuer as Specified in Charter)

 

 

 

DELAWARE   001-32954   20-0077155

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

73 High Street

Buffalo, NY 14203

(Address of Principal Executive Offices and zip code)

(716) 849-6810

(Registrant’s Telephone Number, Including Area Code)

 

 

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))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

On September 29, 2014, Cleveland BioLabs, Inc. (“the Company”) entered into Amendment No. 1 to Securities Purchase Agreement and Series D Warrants (the “Amendment”) to amend certain terms of (i) that certain Securities Purchase Agreement, dated as of February 13, 2009, (the “Purchase Agreement”) by and among the Company and the parties (each, individually a “Purchaser,” and collectively the “Purchasers”) named on the signature pages attached thereto, and (ii) those certain Common Stock Purchase Warrants (the “Warrants”) issued to the Purchasers pursuant to the Purchase Agreement.

With respect to the Purchase Agreement, the Amendment removes restrictions on the Company’s ability to effect an issuance involving a variable rate transaction. With respect to the Warrants, the Amendment extends the termination date from February 13, 2016 to March 30, 2018 and provides anti-dilution protection for variable rate transactions.

The Amendment is filed as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing is only a brief description of the material terms of the Amendment and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the exhibits.

Item 3.03(a) Material Modification to Rights of Security Holders

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03(a).

Item 9.01 Financial Statements and Exhibits.

(d)

 

Exhibit
No.

  

Description

10.1    Amendment No. 1 to Securities Purchase Agreement and Series D Warrants


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.

 

    Cleveland BioLabs, Inc.
Date: October 1, 2014     By:  

/s/ YAKOV KOGAN

    Name:   Yakov Kogan
    Title:   Chief Executive Officer