Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-143755
Prospectus
Supplement No. 13
(to
Prospectus dated December 10, 2007)
CLEVELAND
BIOLABS, INC.
5,514,999
Shares
This
Prospectus Supplement No. 13 supplements and amends the prospectus dated
December 10, 2007 (the “Prospectus”) relating to the offer and sale of up to
5,514,999 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. 13 includes the attached Form 8-K of Cleveland
BioLabs, Inc. dated April 9, 2009, as filed by us with the Securities and
Exchange Commission.
This
Prospectus Supplement No. 13 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 Any information that is modified or superseded in the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modified or superseded by this Prospectus Supplement No. 13. 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” beginning on
page 8 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. 13 is truthful or complete. Any
representation to the contrary is a criminal offense.
The date
of this Prospectus Supplement No. 13 is April 10, 2009.
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 earliest event reported: April
8, 2009
CLEVELAND BIOLABS,
INC.
(Exact name of registrant as specified
in its 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, New York
14203
(Address of principal executive
offices)
Registrant’s telephone number, including
area code: (716) 849-6810
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 (see General Instruction
A.2. below):
|
¨
|
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 3.01
|
Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
|
Although
the Listing Qualifications Staff of The NASDAQ Stock Market (the “Staff”) has
not issued a notice of deficiency to Cleveland BioLabs, Inc. (the
“Company”), the Staff has requested that the Company provide the
following disclosure on Form 8-K.
On March
30, 2009, the Company filed its Annual Report on Form 10-K for the fiscal year
ended December 31, 2008. Based on its stockholders’ equity, net
income and market value of common stock, as of December 31, 2008, the Company
did not meet the criteria for continued inclusion on the NASDAQ Capital
Market. As a result of certain other events since December 31, 2008,
the Company believes it has regained compliance with the criteria for continued
inclusion on the NASDAQ Capital Market.
On March
27, 2009, the Company completed a private placement of its Series D Preferred
Stock and warrants to purchase common stock. This private placement
resulted in net proceeds to the Company of approximately
$4,460,000. Further details regarding this transaction are set forth
in the Current Report on Form 8-K filed by the Company on March 30,
2009.
In
addition, during the first quarter of 2009, the Company implemented workforce
reductions and other measures to streamline its operations, which have reduced
the Company’s cash burn rate by over 67%. More specifically, the
Company is focusing virtually all of its resources on developing the defense
applications for its radioprotectant drug, CBLB502, which is funded through
several government agencies through grant and contract awards. These
government grants and contracts cover most of the Company’s research and
development costs and provide funds for fringe benefits, overhead and general
and administrative expenses. The Company plans to submit proposals
for government contracts and grants over the next two years totaling over $40
million and seek direct investments to fund other drug development
projects.
Given the
restructuring of its operations combined with the proceeds from the private
placement, the Company believes that it has regained compliance with the
criteria for continued inclusion on the NASDAQ Capital Market.
|
Item 8.01
|
Other
Events.
|
On April
9, 2009, the Company issued a press release relating to the
foregoing. A copy of the press release is attached as Exhibit
99.1.
|
Item 9.01
|
Financial Statements and
Exhibits.
|
|
|
(d)
|
Exhibits
|
|
Exhibit No.
|
Exhibit
|
|
|
99.1
|
Press
Release dated April 9, 2009.
|
SIGNATURE
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: April 9,
2009
|
By: | /s/ Michael Fonstein | |
| Michael Fonstein | |||
| President and Chief Executive Officer | |||
EXHIBIT
INDEX
|
Exhibit No.
|
Exhibit
|
|
|
99.1
|
Press
Release dated April 9, 2009.
|
 |
 |
FOR IMMEDIATE
RELEASE
CLEVELAND
BIOLABS UPDATES FINANCIAL CONDITION FOLLOWING COMPLETION OF PRIVATE PLACEMENT
AND STREAMLINING OF OPERATIONS
Buffalo, NY – April 9, 2009 -
Cleveland BioLabs, Inc.
(NASDAQ: CBLI) (the “Company”), in response to a request from
the Listing Qualifications Staff of The NASDAQ Stock Market, is providing an
update on its financial condition following completion of a recent private
placement and operational restructuring.
On March
27, 2009, the Company completed a private placement of its Series D Preferred
Stock and warrants to purchase common stock. This private placement
resulted in net proceeds to the Company of approximately
$4,460,000. Further details regarding this transaction are set forth
in the Current Report on Form 8-K filed by the Company on March 30,
2009.
In
addition, during the first quarter of 2009, the Company implemented workforce
reductions and other measures to streamline its operations, which have reduced
the Company’s cash burn rate by over 67%. More specifically, the
Company is focusing virtually all of its resources on developing the defense
applications for its radioprotectant drug, CBLB502, which is funded through
several government agencies through grant and contract awards. These
government grants and contracts cover most of the Company’s research and
development costs and provide funds for fringe benefits, overhead and general
and administrative expenses. The Company plans to submit proposals
for government contracts and grants over the next two years totaling over $40
million and seek direct investments to fund other drug development
projects.
Given the
restructuring of its operations combined with the proceeds from the private
placement, the Company believes that it is in compliance with the criteria for
continued inclusion on the NASDAQ Capital Market.
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.
This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
reflect management’s current expectations, as of the date of this press release,
and involve certain risks and uncertainties. The Company’s actual results could
differ materially from those anticipated in these forward-looking statements as
a result of various factors. Some of the factors that could cause future results
to materially differ from the recent results or those projected in
forward-looking statements include the "Risk Factors" described in the Company’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 30, 2009.
Contact:
Rachel
Levine, Director Corporate Development & Communications
Cleveland
BioLabs, Inc.
T: (646)
284-9439
E:
rlevine@cbiolabs.com