Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-143755
Prospectus
Supplement No. 8
(to
Prospectus dated December 10, 2007)
CLEVELAND
BIOLABS, INC.
5,514,999
Shares
This
Prospectus Supplement No. 8 supplements and amends the prospectus dated December
10, 2007 (the “Prospectus”) relating to the offer and sale of up to 5,514,999
shares of our common stock which may be offered from time to time by the
selling
stockholders identified in the Prospectus for their own accounts. This
Prospectus Supplement is not complete without, and may not be delivered or
used
except in connection with the original Prospectus.
This
Prospectus Supplement No. 8 includes the attached Form 8-K of Cleveland BioLabs,
Inc. dated October 24, 2008, as filed by us with the Securities and Exchange
Commission.
This
Prospectus Supplement No. 8 modifies and supersedes, in part, the information
in
the Prospectus. Any information that is modified or superseded in the Prospectus
shall not be deemed to constitute a part of the Prospectus, except as modified
or superseded by this Prospectus Supplement No. 8. We may amend or supplement
the Prospectus from time to time by filing amendments or supplements as
required. You should read the entire Prospectus and any amendments or
supplements carefully before you make an investment decision.
Investing
in our common stock involves risk. See “Risk Factors” beginning on page 8 of the
Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if the Prospectus
or
this Prospectus Supplement No. 8 is truthful or complete. Any representation
to
the contrary is a criminal offense.
The
date
of this Prospectus Supplement No. 8 is October 24, 2008.
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
earliest event reported: October 22, 2008
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 or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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73
High Street, Buffalo, New York 14203
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (716) 849-6810
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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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 3.01 |
Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard;
Transfer of Listing.
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On
October 22, 2008, Cleveland
BioLabs, Inc. (the “Company”)
received
a notice from the Listing
Qualifications Staff of The NASDAQ Stock Market (the “Staff”) stating
that for 10 consecutive trading days the market value of the Company’s common
stock had been below $50 million, the minimum level required for continued
listing on The NASDAQ Global Market as set forth in NASDAQ Marketplace
Rule 4450(b)(1)(A). The notice further stated that the Company is also not
in compliance with an alternative test set forth in NASDAQ Marketplace
Rule 4450(b)(1)(B), which requires total assets and total revenue of $50
million each for the most recently completed fiscal year or two of the last
three most recently completed fiscal years. This notice has no immediate
effect
on the listing of the Company’s common stock on The NASDAQ Global Market.
In
accordance with NASDAQ Marketplace Rule 4450(e)(4), the Company will be
provided a period of 30 calendar days, or until November 21, 2008, to regain
compliance. If at any time before November 21, 2008, the market value of
the
Company’s common stock is $50 million or more for a minimum of 10 consecutive
business days, the Staff will determine if the Company complies with Marketplace
Rule 4450(b)(1)(A). Alternatively, the Company may apply to transfer the
listing of its common stock to The NASDAQ Capital Market. In order to transfer,
the Company must satisfy the continued inclusion requirements for that
market.
A
copy of
the press release announcing the Company’s receipt of the notice from The NASDAQ
Stock Market is attached hereto as Exhibit 99.1
| Item 9.01 |
Financial
Statements and
Exhibits.
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| (d) |
Exhibits
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Exhibit
No.
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Exhibit
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99.1
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Press
Release dated October 24, 2008.
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SIGNATURE
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 hereunto
duly authorized.
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CLEVELAND
BIOLABS, INC.
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Date:
October 24, 2008
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By: |
/s/
Michael Fonstein
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Michael
Fonstein
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
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99.1
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Press
Release dated October 24, 2008.
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 |
 |
FOR
IMMEDIATE RELEASE
Cleveland
Biolabs Receives Letter from NASDAQ Citing Non-Compliance with Global
Market
Listing Requirements
Pending
Review, May Apply for Transfer to NASDAQ Capital
Market
Buffalo,
NY — October 24, 2008 - Cleveland BioLabs, Inc.
(NASDAQ:CBLI)
today
announced that on October 22, 2008, the Company received a letter from
The
NASDAQ Stock Market notifying the Company that it had ceased to remain
in
compliance with Marketplace Rule 4450(b)(1) which requires that the Company
maintain either (a) a market value of listed securities in excess of
$50 million
or (b) total assets and total revenues of at least $50 million in the
last
fiscal year or two of the past three fiscal years. The Company will be
provided
30 calendar days to regain compliance, or alternatively may apply for
transfer
of its listing to The NASDAQ Capital Market.
This
notification has no effect on the listing of the Company's common stock
during
the 30-day period or during evaluation of any potential application to
transfer
listing and it will continue to trade on The NASDAQ Global Market under
the
symbol CBLI.
About
Cleveland BioLabs, Inc.
Cleveland
BioLabs, Inc. is a drug discovery and development company leveraging
its
proprietary discoveries around programmed cell death to develop treatments
for
cancer and protection of normal tissues from exposure to radiation and
other
stresses. The Company has strategic partnerships with the Cleveland Clinic,
Roswell Park Cancer Institute, ChemBridge Corporation and the Armed Forces
Radiobiology Research Institute. To learn more about Cleveland BioLabs,
Inc.,
please visit the company's website at http://www.cbiolabs.com.
This
press release contains forward-looking statements within the meaning
of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
reflect management’s current expectations, as of the date of this press release,
and involve certain risks and uncertainties. The Company’s actual results could
differ materially from those anticipated in these forward-looking statements
as
a result of various factors. Some of the factors that could cause future
results
to materially differ from the recent results or those projected in
forward-looking statements include the "Risk Factors" described in the
Company’s
periodic filings with the Securities and Exchange Commission.
Contact:
Rachel
Levine, Director Corporate Development & Communications
Cleveland
BioLabs, Inc.
T:
(646)
284-9439
E:
rlevine@cbiolabs.com