Thursday February 18, 2021 0 comments
FORT COLLINS/ BUFFALO, N.Y. -- New York-based Cleveland BioLabs, Inc. (NASDAQ: CBLI), a biopharmaceutical company developing novel approaches to activate the immune system, filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission (SEC) in connection with its previously announced merger agreement with Cytocom, Inc., a Colorado biopharmaceutical company creating next-generation immune therapies that deliver immune homeostasis.
The Registration Statement is not yet in effect. However, the Registration Statement, including the proxy statement/ prospectus contained therein, contains important information about the proposed transaction and the parties to the transaction.
The filing represents an important step toward Cytocom's and Cleveland BioLabs' intended combination of their businesses to become a single, publicly-traded company.
The parties said they expect the common stock of the combined company will trade on the Nasdaq Capital Market under the symbol "CYTO," and that the merger will potentially close during the second quarter of 2021.
As previously announced, the combined company will include a shareholder base comprised of legacy Cytocom shareholders, legacy Cleveland BioLabs shareholders and legacy ImQuest Life Sciences shareholders.
Immediately following the merger, legacy Cleveland BioLabs shareholders are expected to own approximately 39% of the outstanding shares of the combined company on a fully diluted basis and legacy Cytocom shareholders (including former ImQuest shareholders) are expected to own approximately 61% of the outstanding shares of the combined company on a fully diluted basis.
The proposed merger between Cleveland Biolabs and Cytocom, and Cytocom's intended acquisition of ImQuest Life Sciences, have the potential to create a transformative growth opportunity for Cytocom, as well as the shareholders of both Cleveland BioLabs and ImQuest Life Sciences, the companies said.
Following completion of the proposed business combination, Cytocom's experienced management team will become the management team of the combined company.
Michael K. Handley will serve as president and CEO of the new Cytocom. The combined company's board of directors will be composed of up to seven members, consisting of three individuals designated by Cleveland BioLabs, two of whom will be current board members Randy Saluck and Lea Verny and the third will be designated at a later time; and four individuals designated by Cytocom, three of whom will be Handley, Taunia Markvicka, and Steve Barbarick, and the fourth of whom will be designated at a later time.