Item 1.01 Entry into a Material Definitive Agreement

On October 18, 2022, Statera Biopharma, Inc., a Delaware corporation (the "Company") entered into the Assignment of Promissory Note (the "Partial Assignment") with Avenue Venture Opportunities Fund, L.P. ("Avenue Venture") and Silverback Capital Corporation ("Silverback"), pursuant to which, in consideration for a cash payment of $400,000 by Silverback to Avenue Venture, Avenue Venture assigned to Silverback a $400,000 portion (the "Assigned Portion") of that certain Promissory Note in the aggregate principal amount of $15 million issued by the Company to Avenue Venture, dated as of April 26, 2021 (the "Original Note"), pursuant to the Loan and Security Agreement, dated as of the even date of the Original Note, by and between the Company and Avenue Venture, as supplemented and amended (the "Loan Agreement"). Copies of the Loan Agreement and the Supplement to the Loan and Security Agreement (the "Supplement") are attached as Exhibits 10.1 and 10.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on August 2, 2021. A copy of the Forbearance and Second Amendment to Loan Documents ("Forbearance Agreement") regarding the Loan Agreement is attached as Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on May 27, 2022.

Pursuant to the Partial Assignment, the Company issued an Amended and Restated Convertible Note Due May 1, 2024 (the "A&R Note") in the principal amount of $400,000.00 to Silverback as of October 18, 2022 (the "Issue Date"). The A&R bears interest at a variable rate of interest per annum equal to the sum of (i) the greater of (A) the Prime Rate (as defined in the Supplement) and (B) 3.25% plus (ii) 7.74%. Payment of the aggregate principal amount of the A&R Note outstanding together with all accrued interest thereon shall be made on May 1, 2024 (the "Maturity Date"). Additionally, Silverback has the right to convert, at any time until the Maturity Date, all or any portion of the outstanding principal amount, accrued interest and fees due and payable thereon into shares of common stock of the Company (the "Conversion Shares") at a conversion price equal to 75% of the lowest trading price of the Company's common stock during the five trading day period preceding the conversion date inclusive of the conversion date.

The aforementioned conversion right of Silverback is subject to certain limitations as set forth in the A&R Note, including, among others, that (i) Silverback may not convert an amount that would be convertible into that number of Conversion Shares which would exceed the difference between the number of shares of common stock beneficially owned by Silverback and its affiliates and 4.99% of the outstanding shares of common stock of the Company, and (ii) so long as the rules of the Nasdaq Stock Market so require, the sum of the number of shares of the Company's common stock that may be issued under the A&R Note shall be limited to 19.99% of the shares of common stock issued and outstanding immediately prior to the Issue Date, unless stockholder approval is obtained.

The foregoing descriptions of the terms of the A&R Note and the Partial Assignment do not purport to be complete and are qualified in their entirety by reference to the full texts of the A&R Note and the Partial Assignment attached as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K, which exhibits are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03 in its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the A&R Note is incorporated by reference herein. The Conversion Shares to be issued in connection with the A&R Note will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(c) promulgated thereunder.


--------------------------------------------------------------------------------

Item 7.01 Regulation FD Disclosure.

On October 24, 2022, the Company issued a press release announcing the Partial Assignment. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.


--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.



(d) Exhibit

Exhibit No.                Description
    4.1         Assignment of Promissory Note,
              dated October 18, 2022, by and among
              Avenue Venture Opportunities Fund,
              L.P., Silverback Capital Corporation
              and Statera Biopharma, Inc.
   10.1         Amended and Restated Convertible
              Note Due May 1, 2024, dated as of
              October 18, 2022
   99.1         Press Release of Statera Biopharma,
              Inc, dated as of October 21, 2022
    104       Cover Page Interactive Data File
              (embedded with the inline XBRL
              document)

© Edgar Online, source Glimpses