Cleveland BioLabs amends series A purchase warrants with Sabby

Sabby agrees to return series B warrants for 2,049,180 shares

By Susanna Moon

Chicago, Sept. 8 – Cleveland BioLabs, Inc. entered into a settlement agreement on Sept. 4 with Sabby Healthcare Volatility Master Fund, Ltd. and Sabby Volatility Warrant Master Fund, Ltd. arising from the company’s sale of common shares and warrants, according to an 8-K filing with the Securities and Exchange Commission.

Based upon Cleveland BioLabs’ documentary evidence and representation that it had no prior knowledge, information or reasonable belief indicating that Barda would terminate negotiations with Cleveland BioLabs, Sabby Healthcare and Sabby Volatility have agreed to withdraw their claims without compensation from the company, the filing noted.

Cleveland BioLabs agreed to waive any claims for legal fees and expenses from Sabby. The parties have exchanged mutual releases.

The parties also agreed that Sabby will return to the company for cancellation the series B warrants for 2,049,180 shares of common stock at an exercise price of $1.22 per share that it received in connection with the January 2014 transaction.

Sabby will also waive its right to object to, and cancel all restrictions to, variable rate transactions that it has in connection with the January 2014 transaction.

The company agreed to extend the term of the series A warrants for 2,049,180 shares that Sabby received in connection with the January 2014 transaction by two years and reduce the exercise price to $1.02 from $1.22.

Sabby said it agreed to withdraw its claims without compensation from the company, and the company agreed to waive any claims for legal fees and expenses from Sabby. The parties have exchanged mutual releases of liability.

Series A warrants

The company entered into an amendment to series A common stock purchase warrant with Sabby Healthcare and Sabby Volatility to amend terms of a warrant.

The series A warrants allow Sabby to purchase 2,049,180 shares. The series A warrant amendments extend the expiration dates of the series A warrants to Jan. 16, 2021 from Jan. 16, 2019. Also, the series A warrant amendments reduce the exercise price of the series A warrants to $1.02 from $1.22.

Series B warrant cancellation

The company and Sabby entered into an agreement under which each of Sabby Healthcare and Sabby Volatility will return for cancellation warrants dated Jan. 16, 2014.

The series B warrants allow Sabby to purchase 2,049,180 shares.

Based in Buffalo, Cleveland BioLabs develops treatments for cancer.

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