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)
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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.
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| | | | Cleveland BioLabs, Inc. |
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| Date: October 1, 2014 | | | | By: | | /s/ YAKOV KOGAN |
| | | | Name: | | Yakov Kogan |
| | | | Title: | | Chief Executive Officer |
