SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 23rd, 2021 • Cleveland Biolabs Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 19, 2021, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 9th, 2015 • Cleveland Biolabs Inc • Services-commercial physical & biological research
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 4, 2015, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANTSecurity Agreement • February 23rd, 2021 • Cleveland Biolabs Inc • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after February 23, 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on February 19, 2026 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock (the shares of Common Stock issuable upon exercise hereof being referred to as the “Warrant Shares”) The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of February 19, 2021.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 26th, 2010 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 25, 2010, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SERIES A COMMON STOCK PURCHASE WARRANT CLEVELAND BIOLABS, INC.Common Stock Purchase Warrant • February 9th, 2015 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after August , 2015 (the “Initial Exercise Date”) and on or prior to the close of business on six (6) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Statera Biopharma, Inc. Underwriting AgreementUnderwriting Agreement • March 25th, 2022 • Statera Biopharma, Inc. • Pharmaceutical preparations • New York
The undersigned, Statera Biopharma, Inc., a company incorporated under the laws of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as representative to the several Underwriters (in such capacity, the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. It is understood that the several Underwriters are to make a public offering of the Public Securities (as defined below) as soon as the Representative deems it advisable to do so. The Public Securities are to be initially offered to the public at
CONFIDENTIALPlacement Agent Agreement • June 21st, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 9th, 2015 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 4, 2015, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”, and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2007 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 16, 2007, by and among Cleveland BioLabs, Inc., a Delaware corporation, with headquarters located at 11000 Cedar Ave., Suite 290, Cleveland, Ohio 44106 (the "Company"), and the undersigned buyers (each, a "Buyer", and collectively, the "Buyers").
CLEVELAND BIOLABS, INC. Common Stock (par value $0.005) PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 29th, 2010 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 7th, 2022 • Statera Biopharma, Inc. • Pharmaceutical preparations • New York
COMMON STOCK PURCHASE WARRANTCommon Stock Agreement • June 3rd, 2020 • Cleveland Biolabs Inc • Services-commercial physical & biological research
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ContractWarrant Agreement • November 8th, 2013 • Cleveland Biolabs Inc • Services-commercial physical & biological research • California
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENT Dated as of April 26, 2021 between CYTOCOM, INC., a Delaware corporation, as “Borrower”, and AVENUE VENTURE OPPORTUNITIES FUND, L.P., a Delaware limited partnership, as “Lender”Loan and Security Agreement • August 2nd, 2021 • Cytocom, Inc. • Pharmaceutical preparations • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
CLEVELAND BIOLABS, INC. Common Stock UNDERWRITING AGREEMENT dated July ___, 2006 Sunrise Securities Corp. Roth Capital Partners, LLCUnderwriting Agreement • July 14th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 15th, 2014 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 14, 2014, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser”, and collectively, the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • November 8th, 2013 • Cleveland Biolabs Inc • Services-commercial physical & biological research • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of September 30, 2013 and is entered into by and among (a) (i) CLEVELAND BIOLABS, INC., a Delaware corporation (“Inc”) and (ii) BIOLAB 612, LLC, a limited liability company formed in the Russian Federation (“LLC”) (Inc and LLC hereinafter individually and collectively referred to as the “Borrower”), and (b) HERCULES TECHNOLOGY II, L.P., a Delaware limited partnership (“Lender”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 2nd, 2021 • Cytocom, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among CYTOCOM, INC., a Delaware corporation and having a principal place of business at 2537 Research Blvd, Suite 201, Fort Collins, CO (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. This Agreement amends, restates and replaces in its entirety the Registration Rights Agreement da
CLEVELAND BIOLABS, INC. Common Stock UNDERWRITING AGREEMENT dated July ___, 2006 Sunrise Securities Corp. Roth Capital Partners, LLCUnderwriting Agreement • July 10th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
WARRANT AGREEMENTWarrant Agreement • October 22nd, 2012 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
THIS WARRANT AGREEMENT made as of October [_], 2012 (the “Issuance Date”), between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
Cleveland BioLabs, Inc. and _____________, As Warrant Agent Form Of Common Stock Warrant Agreement Dated As Of __________Warrant Agreement • December 11th, 2013 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Common Stock Warrant Agreement (this “Agreement”), dated as of [●], between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 10th, 2015 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Andrei Gudkov, Ph.D., D.Sci. (the “Executive”) is effective as of July 9, 2015 (the “Effective Date”).
Cleveland BioLabs, Inc. 7,500,000 Shares of Common Stock Warrants to Purchase 3,750,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • October 22nd, 2012 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form S-3 (No. 333-167258), which became effective as of June 17, 2010, including a base prospectus (the “Base Prospectus”), in accordance with Rule 415 of the Securities Act and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement (including all amendments thereof and all documents deemed incorporated by reference therein) and of the related Base Prospectus have heretofore been delivered by the Company or are otherwise available to you.
CLEVELAND BIOLABS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Ohio
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 1st day of August, 2004, is entered into by Cleveland Biolabs, Inc., a Delaware corporation with its principal place of business at 10265 Carnegie Ave., Cleveland, OH 44106 (and together with its subsidiaries, affiliates, successors or assigns the “Company”), and Dr. Yakov Kogan, (the “Executive”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research • Delaware
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of July 5, 2003, between Cleveland BioLabs, Inc., a Delaware corporation (the “Company”), and Andrei Gudkov (“Executive”).
CYTOCOM, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 28th, 2021 • Cleveland Biolabs Inc • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 30, 2020 (the “Signature Date”), with an effective date of October 31, 2020 (the “Effective Date”), is by and between Cytocom, Inc. a Delaware-corporation (the “Company”) and Taunia Markvicka (the “Executive”).
ContractSecurities Agreement • April 25th, 2006 • Cleveland Biolabs Inc • Services-commercial physical & biological research
NEITHER THESE SECURITIES NOR THE SECURITIES FOR WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. NOTWITHSTANDING THE FOREGOING, THESE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.
CYTOCOM, INC. EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • July 28th, 2021 • Cleveland Biolabs Inc • Pharmaceutical preparations • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of Aug 19, 2020 (the “Signature Date”), with an effective date of August 1, 2020 (the “Effective Date”), is by and between Cytocom, Inc. a Delaware-corporation (the “Company”) and Michael Handley (the “Executive”).
SECOND AMENDMENT TO PARTICIPATION AGREEMENTParticipation Agreement • August 11th, 2014 • Cleveland Biolabs Inc • Services-commercial physical & biological research
This SECOND AMENDMENT TO PARTICIPATION AGREEMENT (“Second Amendment”) is made as of this 22 day of November, 2013, by and among Cleveland BioLabs, Inc., a Delaware corporation (“CBL”) and BioProcess Capital Partners, LLC, a management company of the venture fund BioProcess Capital Ventures formed under the laws of the Russian Federation (“BCP”).
COMMON STOCK PURCHASE WARRANT STATERA BIOPHARMA, INC.Common Stock Purchase Warrant • March 25th, 2022 • Statera Biopharma, Inc. • Pharmaceutical preparations
This COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, _____________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after March [●], 2022 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March [●], 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Statera Biopharma, Inc., a Delaware corporation (the “Company”), up to [●] shares (subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ROYALTY AGREEMENTRoyalty Agreement • May 4th, 2015 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Royalty Agreement (the “Royalty Agreement”), dated as of April 29, 2015 (“Agreement Date”), is by and between Cleveland BioLabs, Inc., a Delaware corporation (“CBLI”), and Incuron LLC, a limited liability company organized under the laws of the Russian Federation (“Incuron”; together with CBLI, the “Parties”, and each a “Party”).
AMENDED AND RESTATED EXCLUSIVE SUBLICENSE AGREEMENTExclusive Sublicense Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Exclusive Sublicense Agreement (“Agreement”) is made effective as of September 23, 2011 (“Effective Date”) by and between Cleveland BioLabs, Inc., a corporation organized and existing under the laws of the State of Delaware (“CBLI”), and Panacela, a corporation organized under the laws of the State of Delaware (“Panacela”). The parties hereto are additionally referred to individually as a “Party”, and collectively, the “Parties”.
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 9th, 2015 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
ASSIGNMENT AGREEMENTAssignment Agreement • August 10th, 2018 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
This Assignment Agreement (“Agreement”) is entered into as of August 6, 2018 (“Effective Date”) between Cleveland BioLabs, Inc., a Delaware corporation (“CBLI”) and Genome Protection, Inc., a Delaware corporation (“GPI”).
CLEVELAND BIOLABS, INC. EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2013 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York
THIS EMPLOYMENT AGREEMENT (the “Agreement”), made as of this 4th day of April, 2013, and effective as of the 1st day of April, 2013, is entered into by Cleveland Biolabs, Inc., a Delaware corporation with its principal place of business at 73 High Street, Buffalo, NY 14203 (and together with its subsidiaries, affiliates, successors or assigns the “Company”), and Dr. Jean Viallet (the “Executive”).
