Statera BioPharma, Inc. Provides Update on Integration of ImQuest
FORT COLLINS, Colo., Sept. 1, 2021 /PRNewswire/ -- Statera BioPharma (NASDAQ:STAB), a leading biopharmaceutical company creating next-generation immune therapies that focus on immune restoration and homeostasis, today provided an update on the integration of the ImQuest BioSciences business unit and the status of the post-merger stock conversion process.
Statera is now integrating ImQuest BioSciences, Inc., the drug development arm of ImQuest Life Sciences, Inc., into the Company's existing drug development operations. ImQuest BioSciences, Inc. has begun the initial round of preclinical testing to evaluate second-generation immune compounds, including toll-like receptors (TLR4, TLR5, TLR7 and TLR9). The acquisition of ImQuest Life Sciences, Inc., and its subsidiaries, has strengthened and expanded Statera's internal drug development program with new assets.
Statera acquired ImQuest Life Sciences, Inc. in an all-stock deal completed on June 23, 2021. ImQuest Life Sciences, Inc. provides services and tools to drug makers through its ImQuest BioSciences, Inc. subsidiary, including evaluation of vaccines, biologics and pharmaceuticals in preclinical development, in the areas of infectious diseases, cancer and inflammatory diseases. ImQuest BioSciences, Inc., a contract research organization (CRO), now operates as a separate, wholly owned, revenue-generating subsidiary of Statera.
"We look forward to finalizing the mechanics of the ImQuest acquisition and the strategic benefits of the new assets. Core to ImQuest's value is its preclinical contract research operations under ImQuest BioSciences, and the ImQuestSUCCESS platform of services and tools designed to help drug makers evaluate preclinical drug candidates to identify compounds that are likely to succeed in preclinical and clinical trials. We have screening underway for new assets coming onboard to further support our growth strategy," stated Michael K. Handley, President and Chief Executive Officer of Statera Biopharma. "We also secured revenue-generating operations, scientific resources, tools and capacity that we can harness to advance our mission to develop new immune therapies targeting cancers, infectious diseases, and autoimmune disorders."
Statera BioPharma also provided an update on the mechanics of the ImQuest Life Sciences, Inc. acquisition and stock conversion process. Pursuant to the terms of the July 17, 2020 acquisition agreement with ImQuest Life Sciences, Inc., Statera's wholly owned subsidiary, the formerly private Cytocom Inc., issued its Series A-2 preferred stock to the former stockholders of ImQuest Life Sciences. In connection with the merger between the formerly private Cytocom Inc. and Cleveland BioLabs, the holders of these Series A-2 preferred shares became entitled to receive an aggregate of $12 million in value of Statera shares based on the volume-weighted-average trading price of such shares over the period beginning 30 trading days following the closing of the merger with Cleveland BioLabs. Statera set aside a certain number of the total shares issuable in the Cytocom/Cleveland BioLabs merger to ensure that the former ImQuest Life Sciences stockholders would receive the $12 million in Statera shares to which they are entitled. Once the 30-trading-day period following the merger passes on September 7, 2021, Continental Stock Transfer and Trust will be able to issue to the former ImQuest stockholders their shares, with any remaining shares from the reserve being issued to the old Cytocom stockholders.
Continental Stock Transfer & Trust Company has started to distribute new Statera shares, and statements are being sent to old Cytocom stockholders from Continental showing the number of shares. That number is approximately 1/4 of a share of new Statera common stock for each old Cytocom share previously owned. The final conversion ratio for old Cytocom stockholders will be known only after the former ImQuest stockholders receive their shares following the expiration of the 30-trading-day period following the merger on September 7, 2021. Continental will send old Cytocom stockholders an updated statement after September 7, 2021 with the final number of shares owned in Statera.
All questions regarding the distribution of Cytocom's common stock should be directed to Continental Stock Transfer & Trust. Continental Stock Transfer & Trust is responsible for implementing the issuance of shares of Statera common stock to former stockholder of ImQuest and old Cytcom in accordance with the exchange ratio. Continental Stock Transfer & Trust may be reached by mail at 1 State St., 30th Floor, New York, NY, 1004-1561 or by phone at (212) 509-4000.
About Statera Biopharma
Statera Biopharma (formerly 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. Statera has one of the largest platforms of toll-like receptor (TLR) agonists in the biopharmaceutical industry with TLR4 and TLR9 antagonists, and the TLR5 agonists, Entolimod and GP532. TLRs are a class of protein that plays a key role in the innate immune system. Statera is developing therapies designed to directly elicit 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. Statera has clinical programs for Crohn's disease (STAT-201), hematology (Entolimod), pancreatic cancer (STAT-401) and COVID-19 (STAT-205) in addition to expansion into fibromyalgia and multiple sclerosis. To learn more about Statera Biopharma, please visit www.staterabiopharma.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 Company's expected clinical development timeline for the Company's product candidates, 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 the Company's 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 on June 10, 2021, 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 between Cleveland BioLabs and Cytocom; unexpected costs, charges or expenses resulting from the merger; the Company's need for additional financing to meet the Company's business objectives; the Company's history of operating losses; the Company's ability to successfully develop, obtain regulatory approval for, and commercialize the Company's products in a timely manner; the Company's plans to research, develop and commercialize the Company's product candidates; the Company's ability to attract collaborators with development, regulatory and commercialization expertise; the Company's plans and expectations with respect to future clinical trials and commercial scale-up activities; the Company's reliance on third-party manufacturers of the Company's product candidates; the size and growth potential of the markets for the Company's product candidates, and the Company's ability to serve those markets; the rate and degree of market acceptance of the Company's product candidates; regulatory requirements and developments in the United States, the European Union and foreign countries; the performance of the Company's third-party suppliers and manufacturers; the success of competing therapies that are or may become available; the Company's ability to attract and retain key scientific or management personnel; the Company's historical reliance on government funding for a significant portion of the Company's operating costs and expenses; government contracting processes and requirements; the exercise of significant influence over the Company's company by the Company's largest individual stockholder; the impact of the novel coronavirus ("COVID-19") pandemic on the Company's 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; the Company's ability to obtain and maintain intellectual property protection for the Company's product candidates; the Company's potential vulnerability to cybersecurity breaches; and other factors discussed in the Company's SEC filings, including the Company's 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 on June 10, 2021.
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.
Executive V.P. Investor Relations and Corporate Communications
Johanna Bennett (Media)
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SOURCE Statera BioPharma, Inc.