Cleveland BioLabs Enters Into Private Placement Agreement With Strategic Investor for $25M Equity Financing, 6.460M Shares For $3.87/Shr

Cleveland BioLabs, Inc.

today announced that it has entered into a securities purchase agreement with David Davidovich, a venture capital investor, for the sale of 6,459,948 unregistered common shares at a price of $3.87 per share for an aggregate of $25 million. The offering represents a 35% premium to the closing market price of $2.86 on June 23, 2015 and a 21% premium to the trailing 60-day volume weighted average price, as reported by Bloomberg. The parties expect to close the transaction on or about July 6, 2015. The Company also announced that NASDAQ has granted the Company's request for a financial viability exception to the shareholder approval requirements otherwise applicable to this transaction. The Audit Committee of the Company's Board of Directors, which is comprised solely of independent, disinterested directors, approved the Company's reliance on the NASDAQ financial viability exception. In accordance with NASDAQ requirements, the Company will mail a letter to stockholders notifying them of its intention to close the transaction without obtaining approval from its stockholders. Yakov Kogan, PhD, MBA, Chief Executive Officer, commented, "We are pleased to partner with a long-term investor who shares our confidence in CBLI's future prospects and recognizes the value of our team and pipeline. We believe this investment provides us with sufficient capital to pursue commercialization of entolimod's biodefense indication, assuming a positive outcome to the ongoing review of our pre-Emergency Use Authorization dossier by the U.S. Food and Drug Administration, and advance development of our oncology and vaccine adjuvant programs." Mr. Davidovich stated, "I believe in the strong potential of CBLI's products and its team and hope that my investment will provide the company with the necessary support to fully realize its goals." In connection with the private placement, the Company's Board of Directors will increase from 6 to 13 members, 7 of which will be appointed by the new investor. The Company has also agreed to file a registration statement under the Securities Act of 1933, as amended (the "Act") covering the resale of shares of Common Stock within 16 months after the closing of this transaction; however under the terms of the agreement, the shares will not be eligible for resale until the second anniversary date of closing. These securities have not been registered under the Act and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of securities in any state in which such offer, solicitation or sale would be unlawful. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc. (NYSE MKT:

), acted as financial advisor to the Company.