Unassociated Document
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 15,
2010
CLEVELAND
BIOLABS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-32954
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20-0077155
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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73
High Street
Buffalo, New York
14203
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (716) 849-6810
_____________________________________________________________________________________
(Former
Name or Former Address, if Changed Since Last Report)
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01 Entry into a Material Definitive
Agreement
On
September 15, 2010, Cleveland BioLabs, Inc. (the “Company”) was awarded a
contract (the “Contract”) by the U.S. Department of Defense (the “DoD”) Chemical
Biological and Medical Systems Medical Identification and Treatment Systems (the
“CBMS-MITS”) for the advanced development and procurement of CBLB502 as a
medical radiation countermeasure.
The
Contract is valued at up to $45 million, including all options provided
thereunder. Under the terms of the Contract, the CBMS-MITS will initiate funding
of up to $14.8 million, including all options, for the advanced development of
CBLB502 through the receipt of approval from the U.S. Food and Drug
Administration (the “FDA”). In addition, the Contract includes options for the
purchase of an aggregate of up to 37,500 troop-equivalent doses, in
pre-determined increments, for $30,000,000.
The
Contract requires the Company to provide the DoD with periodic status reports
and to maintain, to the maximum extent possible, the employment of certain key
personnel during the duration of the program. As a government contract subject
to the Federal Acquisition Regulation, the Company will be permitted to retain
title to any patentable invention or discovery made while performing the
contract. The U.S. government, in return, will receive a non-exclusive,
non-transferable, irrevocable, paid-up license to the subject inventions
throughout the world. The U.S. government will also have unlimited
rights in the technical data produced in the performance of the Contract.
Furthermore, the DoD has the right to terminate the Contract at any time. In
certain instances, the Contract also limits the Company’s ability to engage in
certain activities, such as subcontracting a portion of the work, without prior
approval from the DoD.
A copy of
the Company’s press release announcing the awarding of the Contract is attached
as Exhibit 99.1.
Item
9.01 Financial
Statements and Exhibits
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(d)
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The
following exhibits are furnished with this Report:
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Exhibit No. |
Description |
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99.1 |
Press Release dated
September 17,
2010. |
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 thereunto duly
authorized.
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CLEVELAND BIOLABS,
INC. |
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By:
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/s/
John A. Marhofer, Jr. |
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Name: |
John
A. Marhofer, Jr. |
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Title: |
Chief
Financial Officer |
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Date:
September 21, 2010