All Stock Merger Agreement
The proposed transaction is subject to normal closing conditions, including approval by Cleveland Biolabs shareholders, approval of the combined company`s shares for listing on Nasdaq, and a registration statement under the Securities Act, which will be effective. Cytocom and Cleveland Biolabs expect the transaction to close in the first quarter of 2021. Dr. Andrei Gudkov, Chief Scientific Officer of Cleveland BioLabs, said, „This is an exciting day for Cleveland BioLabs and a great opportunity for our shareholders. The merger with Cytocom will allow us to complement the strength of our science and the bright perspectives related to the development of Entolimod in the treatment of cancer and the fight against radiation, with a series of immunomodulators developed by Cytocom to form a powerful blend of products with a conceptual and scientific vocation. We believe the merger with Cytocom is the perfect way to build on the value of our technology platform and drug lead candidate, Entolimod, and I look forward to advancing this exciting new therapy at the clinic. WINTER PARK, Fla., and BUFFALO, NY, Oct. 20, 2020 /PRNewswire/ — Cytocom, Inc. (Cytocom), a leading immunomodulation biopharmaceutical company, and Cleveland BioLabs, Inc.
(NASDAQ: CBLI), an innovative biopharmaceutical company developing innovative approaches to immune system activation, today announced that they have entered into a final merger agreement to merge their business into an all-stock transaction. Cytocom shareholders will hold a majority position in the new combined entity whose parties expect it to continue to be listed on Nasdaq, and the combined company`s first board of directors will consist of four members selected by Cytocom and three members selected by Cleveland BioLabs. The boards of directors of both companies agreed to the merger. Michael K. Handley, President and Chief Executive Officer of Cytocom, said: „Our merger with Cleveland BioLabs and its ensuing immunofocus platform will be a transformative growth opportunity for Cytocom and Cleveland BioLabs shareholders. We believe that the combination of these highly complementary pipelines at the end of the phase will strengthen our position and advance our efforts to harness the potential of immunomodulatory substances in the treatment of serious diseases. In addition, this merger will enhance our ability to become a recognized leader in immunomodulatory therapies and build on the momentum created by our recent acquisition of ImQuest Life Sciences. We plan to use the combined platform to further increase value with additional clinical and commercial products, and we continue to seek strategic partnerships and acquisitions. This press release contains forward-looking statements that involve risks and uncertainties. All statements contained in this press release, except statements about current or historical facts, including statements about future financial position, business strategy, new products, budgets, liquidity, cash flow, expected costs, administrative authorizations, the impact of laws or regulations applicable to Cleveland BioLabs or Cytocom, Management plans and objectives for future operations, the expected participation of the former Cytocom-We Holders of rtpapier securities in the combined company and holder of securities of Cleveland BioLabs on the immediate prior to the merger and the combined corporate governance are forward-looking statements. The words „anticipate,“ „believe,“ „continue,“ „should,“ „appreciate,“ „expect,“ „intend,“ „may,“ „plan,“ „project,“ „become“ and similar expressions, as they relate to us, should identify forward-looking statements. . .