Cytocom Inc. Provides Update on Completed Merger with Cleveland BioLabs

FORT COLLINS, Colo., Aug. 5, 2021 /PRNewswire/ -- Cytocom Inc. (NASDAQ:CBLI), a leading biopharmaceutical company creating next-generation immune therapies that focus on immune restoration and homeostasis, today provided shareholders with an update regarding its recent merger with Cleveland BioLabs. The all-stock transaction, first announced in October 2020, was formally completed on July 27, 2021.

"With the Cleveland BioLabs merger completed and Cytocom now operating as a publicly-traded company, the management team at Cytocom is in the process of integrating both companies as we are rapidly advancing our late-stage clinical programs and expanding our toll-like receptor platforms," stated Michael K. Handley, President and CEO of Cytocom Inc. "Furthermore, we believe, through the combination of the two companies, we have created one of the most compelling platforms in the immunotherapy space with 21 programs utilizing eight different assets."

Mr. Handley continued, "We expect to achieve a number of financial and developmental milestones over the next 12 to 18 months that support our goal of becoming a recognized leader in immune-modulating treatments including neutropenia/anemia, emergent viruses, cancer, and autoimmune diseases. We intend to showcase the power of our drug development platform and further generate shareholder value."

Additional information related to the merger close can be found in the Form 8-K filed with the U.S. Securities and Exchange Commission (SEC) on July 28, 2021, including the exchange ratio of private Cytocom stock to the new public stock. Continental Stock Transfer & Trust is responsible for implementing the issuance of shares of public Cytocom common stock in accordance with the exchange ratio. Continental Transfer & Trust is in the process of completing these activities and will then initiate communication directly to shareholders to provide the necessary forms for former shareholders to receive their new registered freely tradable shares of common Cytocom Inc. stock. 

Cytocom acquired ImQuest Life Sciences in an all-stock deal, first announced on July 20, 2020, and completed on June 23, 2021. Pursuant to the terms of the acquisition agreement, Cytocom escrowed stock that is accounted for in the current public company's capital structure that will be used to provide an aggregate of $12 million in value of Cytocom shares based on the volume-weighted-average trading price of such shares over the period beginning 30 trading days following the closing of such merger. Continental Stock Transfer & Trust is responsible for implementing the issuance of shares of Cytocom common stock to former shareholders of ImQuest in accordance with the exchange ratio. 

All other aspects related to merger integration and stock conversion are proceeding as expected. Management will provide a detailed update of the post-merger activities on the company's quarterly earnings call later this month. All questions regarding the distribution of Cytocom common stock should be directed to Continental Stock Transfer & Trust. Continental Stock Transfer & Trust may be contacted by mail at 1 State St., 30th Floor, New York, NY, 10004-1561 or by phone at (212) 509-4000.

About Cytocom

Cytocom Inc. is a clinical-stage biopharmaceutical company developing novel immunotherapies targeting autoimmune, neutropenia/anemia, emerging viruses and cancers based on a proprietary platform designed to rebalance the body's immune system and restore homeostasis. The company also has one of the largest platforms of toll-like immune receptors (TLR4, TLR5 and TLR9) in the biopharmaceutical industry, addressing conditions such as radiation sickness and cancer treatment side effects. Cytocom is developing therapies designed to elicit directly within patients a robust and durable response of antigen-specific killer T-cells and antibodies, thereby activating essential immune defenses against autoimmune, inflammatory, infectious diseases, and cancers. Specifically, Cytocom has several clinical-stage development programs for Crohn's disease, pancreatic cancer, COVID-19 in addition to expansion to fibromyalgia and multiple sclerosis. To learn more about Cytocom Inc., please visit www.cytocom.com.

Forward Looking Statements:

This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical fact contained in this press release, including statements regarding the integration of Cytocom and CBLI's businesses, future financial position, business strategy, new products, budgets, liquidity, cash flows, projected costs, regulatory approvals, the impact of any laws or regulations applicable to the company, and plans and objectives of management for future operations, are forward-looking statements. The words "anticipate," "believe," "continue," "should," "estimate," "expect," "intend," "may," "plan," "project," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements on the current expectations about future events held by management. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. The company's actual future results may differ materially from those discussed here for various reasons. The company discusses many of these risks under the heading "Risk Factors" in the proxy statement/prospectus filed with the SEC, as updated by the company's other filings with the SEC. Factors that may cause such differences include, but are not limited to, the outcome of any legal proceedings that have been or may be instituted against the company related to the merger agreement or the merger; unexpected costs, charges or expenses resulting from the merger; our need for additional financing to meet our business objectives; our history of operating losses; our ability to successfully develop, obtain regulatory approval for, and commercialize our products in a timely manner; our plans to research, develop and commercialize our product candidates; our ability to attract collaborators with development, regulatory and commercialization expertise; our plans and expectations with respect to future clinical trials and commercial scale-up activities; our reliance on third-party manufacturers of our product candidates; the size and growth potential of the markets for our product candidates, and our ability to serve those markets; the rate and degree of market acceptance of our product candidates; regulatory requirements and developments in the United States, the European Union and foreign countries; the performance of our third-party suppliers and manufacturers; the success of competing therapies that are or may become available; our ability to attract and retain key scientific or management personnel; our reliance on government funding for a significant portion of our operating costs and expenses; government contracting processes and requirements; the exercise of significant influence over our company by our largest individual stockholder; the impact of the novel coronavirus ("COVID-19") pandemic on our business, operations and clinical development; the geopolitical relationship between the United States and the Russian Federation as well as general business, legal, financial and other conditions within the Russian Federation; our ability to obtain and maintain intellectual property protection for our product candidates; our potential vulnerability to cybersecurity breaches; and other factors discussed in our SEC filings, including our Annual Report on Form 10-K for the year ended December 31, 2020 and the risk factors discussed under the heading "Risk Factors" in the proxy statement/prospectus the company filed in connection with the merger.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

Contacts:

Cytocom Inc.

Nichol Ochsner

Senior V.P. Investor Relations and Corporate Communications

(732) 754-2545

[email protected]  

Tiberend Strategic Advisors, Inc. 

Maureen McEnroe, CFA (Investors)

(212) 375-2664

[email protected]

Johanna Bennett (Media)

(212) 375-2686

[email protected]

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SOURCE Cytocom, Inc.