Investing in CBLI (NASDAQ:CBLI)
There are many different aspects of a CBLI company, including the common stock and its IT Assets. In addition, there are different types of contracts and intellectual property that are involved with CBLI. If you are considering investing in CBLI, you’ll want to make sure that you understand these aspects and how to find the best investment options for you.
CBLI common stock
After-hours trading of Cleveland BioLabs (NASDAQ:CBLI) shares surged by over 27%. The biopharmaceutical company is a leading developer of next-generation immunotherapies that aim to restore the immune system to a healthy state. The company filed a Form S-4 with the SEC to merge with Cytocom, a biotechnology company that specializes in immune homeostasis and immune restoration. After the merger, the two companies will trade under the same stock symbol of ‘CYTO’ and they are expected to close during the second quarter 2021. Shareholders of both companies will own approximately 39% and 61% of Cleveland BioLabs, respectively.
Cleveland BioLabs (CBLI) recently announced that it has appointed Elena Kasimova to its board of directors. Kasimova was previously the CEO of BioProcess Capital Partners and will join the board as a non-executive director. The appointment follows the signing of a Rights Agreement with Dr. Mikhail Mogutov, who purchased shares of CBLI in June 2014. Kasimova will have an interest in the company’s management and will have a direct or indirect voting position.
CBLI IT Assets
IT Assets refer to computers, software, servers, workstations, routers, hubs, switches, circuits, networks, and data communications lines. The “IT Assets” include all assets that support the business processes of CBLI. “Key Employee” means any vice president or higher employee of CBLI.
CBLI is the parent company of CYTO. Its executive officers include Christopher Zosh, Vice President of Finance; Andrei Gudkov, Chief Scientific Officer; and Langdon Miller, Chief Medical Officer. The Board of Directors of CYTO includes Mike K. Handley, Noreen Griffin, Peter Aronstam, and Fengping Shan.
The Exchange Agent shall issue letters of transmittal to the CYTO stockholders, as required. It will also issue book-entry shares representing the shares of CBLI Common Stock. The Exchange Agent shall pay over the amounts withheld to the appropriate Governmental Body. These amounts are treated as though they had been paid to the person for which they were withheld.
Shares of CBLI common stock are subject to a valuation clause. The CBLI IT Assets are valued at a maximum of $12,000,000. This limit can be reduced by the amount of the underlying shares.
The Shares of CBLI Common Stock issued under the Stock CBLI contracts shall not be fractional, except for the shares of the Merger Sub. Hence, the Shares of CBLI Common Stock issued under the Stock CBLI contracts will not entitle the holder to vote or to other rights of a CBLI Stockholder.
The Value of CBLI Common Stock is determined by the Volume Weighted Average Trading Price of CBLI Common Stock. This is reported by Bloomberg Financial Markets. The Trading Days shall begin on the Closing Date and end 30 Trading Days after that date. Moreover, the Voting Agreement shall have the same meaning as that set forth in the Recitals.
The Shares of CBLI Common Stock will be paid to the record holder without any interest at the date of payment, as agreed. In case of a dispute, CBLI will deliver the Dispute Notice to CYTO. Both parties shall make all reasonable efforts to resolve the dispute. In case of a dispute, the Representatives of the parties shall negotiate a resolution of the dispute.
CBLI intellectual property
CBLI is a leading technology firm that provides customized software solutions to the construction industry. Its proprietary software technology and intellectual property are vital to its success and growth. As such, it is imperative that CBLI protect its intellectual property. This policy explains how and when CBLI will disclose its intellectual property.
CBLI has the right to initiate infringement and misappropriation litigation if it believes that its technology is infringing on the intellectual property of a third party. Typically, this is done in a court of law. The CBLI is also empowered to initiate a declaratory judgment action. In such a case, the licensor would be required to make relevant records available and to cooperate with the initiating party.
The CBLI intellectual property is protected by patents. The patents are controlled by CBLI and listed in Schedule A-1 and A-2. These schedules are updated annually.