Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-143755
Prospectus
Supplement No. 2
(to
Prospectus dated December 10, 2007)
CLEVELAND
BIOLABS, INC.
5,514,999
Shares
This
Prospectus Supplement No. 2 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. 2 includes the attached Form 8-K of Cleveland BioLabs,
Inc. dated February 8, 2008, as filed by us with the Securities and Exchange
Commission.
This
Prospectus Supplement No. 2 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 Any information that is modified or superseded in the Prospectus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or superseded by this Prospectus Supplement No. 2. 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. 2 is truthful or complete. Any representation
to
the contrary is a criminal offense.
The
date
of this Prospectus Supplement No. 2 is February 8, 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 Report: (Date of earliest event reported): February 8, 2008
CLEVELAND
BIOLABS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12465
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20-0077155
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|
(State
or other jurisdiction
of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification
Number)
|
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):
|
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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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 5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers
|
On
February 8, 2008, the Company announced the appointment Yakov Kogan, Ph.D.
as
Chief Operating Officer.
Dr.
Kogan is a co-founder of the Company and served as Executive Vice President
of
Business Development since the Company’s inception. Prior to that, Dr. Kogan was
Director for Business Development at Integrated Genomics.
Dr.
Kogan continues in his position as Secretary of the Company.
A
copy of the press release is attached as Exhibit 99.1.
| Item 9.01 |
Financial
Statements and
Exhibits
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| (d) |
Exhibits
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|
Exhibit
No.
|
Exhibit
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| 99.1 |
Press
Release dated February 8,
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:
February 8, 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
|
Exhibit
No.
|
Exhibit
|
| 99.1 |
Press
Release dated February 8,
2008.
|
 |
 |
FOR
IMMEDIATE RELEASE
Cleveland
BioLabs Announces Annual Meeting
Retains
Michael Kurman, MD as Chief Medical Officer;
Yakov
Kogan, Ph.D. Appointed Chief Operating Officer
Buffalo,
NY — February 8, 2008 - Cleveland BioLabs, Inc.
(NASDAQ:CBLI)
today announced that the Company will hold its 2008 annual stockholders
meeting
on April 29, 2008 in Buffalo, NY for stockholders of record as of March
18,
2008. The Company will distribute proxy materials to all eligible
stockholders.
In
other
news, the Company has retained Michael Kurman, MD to consult as Chief Medical
Officer. Dr. Kurman is responsible for all of the Company’s clinical development
activities, including strategic direction, protocol development, reporting,
and
regulatory approval. He will oversee the Company’s planned human trials for
Protectan CBLB502 in healthy volunteers for acute radiation syndrome and
head
and neck cancer patients for reduction of side effects of radiation and
chemotherapy, as well as the completion of the hormone-refractory prostate
cancer trial for Curaxin CBLC102. Dr. Kurman will also manage future trials
for
Protectan CBLB612 in stem cell propagation and mobilization and the development
of the next generation of Curaxin anti-cancer agents.
Dr.
Kurman adds more than 25 years of global oncology drug development experience
to
the Cleveland BioLabs development team, including seven years of oncology
private practice as well as extensive experience in directing drug development
programs at pharmaceutical and biotechnology companies as well as contract
research organizations.
Dr.
Kurman is a member of the Board of Directors of Avalon Pharmaceuticals
and
Thallion Pharmaceuticals and holds the position of Adjunct Assistant Professor
in the Master of Science Program in Management of Clinical Trials at New
York
University. Dr. Kurman’s previous experience includes senior positions in
clinical operations at several divisions of Quintiles as well as clinical
development at US Bioscience, Cytogen Corporation and the Janssen Research
Foundation. Dr. Kurman has authored more than 20 publications and presentations
in peer review settings.
Cleveland
BioLabs also announced the appointment of Yakov Kogan, Ph.D. as Chief Operating
Officer. Dr. Kogan is a co-founder of the Company and formerly served as
Executive Vice President of Business Development.
About
Cleveland BioLabs, Inc.
Cleveland
BioLabs, Inc. is a drug discovery and development company leveraging its
proprietary discoveries about programmed cell death to treat cancer and
protect
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.
Contacts:
Rachel
Levine, Director Corporate Development & Communications
Cleveland
BioLabs, Inc.
T:
(646)
284-9439
E:
rlevine@cbiolabs.com