Cytocom, Inc. entered into a definitive agreement to acquire Cleveland BioLabs, Inc. (NasdaqCM:CBLI) for $60.7 million in a reverse merger transaction on October 16, 2020. Under the terms of the agreement, each outstanding share of Cytocom common stock, each outstanding share of Cytocom preferred stock and each vested restricted stock unit of Cytocom will be converted into the right to receive a number of shares of the Cleveland BioLabs. Post transaction, former Cytocom stockholders will own approximately 61% of the outstanding shares of Cleveland BioLabs common stock and Cleveland BioLabs stockholders will own approximately 39% of the outstanding shares of Cleveland BioLabs common stock. Combined company will continue to be listed on the Nasdaq under the name Cytocom, Inc. with the proposed ticker symbol “CYTO”. In case of termination, Cleveland BioLabs will pay a fee of $0.3 million to Cytocom and Cytocom will pay a fee of $0.2 million to Cleveland BioLabs. Cytocom's experienced management team will become the management team of the combined company. Upon closing, the Board of Directors will consist of seven members, three individuals will be designated by the Cleveland BioLabs, two of whom will be current board members Randy Saluck and Lea Verny and the third of whom will be designated at a later time and remaining four individuals will be designated by Cytocom, three of whom will be Michael K. Handley, Taunia Markvicka, and Steve Barbarick. In addition, upon the closing of the transaction, Michael Handley, President and Chief Executive Officer of Cytocom, will serve as Chief Executive Officer, Taunia Markvicka will be Chief Operating Officer, Andrei Gudkov will be Global Head of R&D, Peter Aronstam will be Chief Financial Officer, Clifford Selsky will be Chief Medical Officer, Cozette M. McAvoy will be Chief Legal Officer and Robert W. Buckheit will be Chief Technology Officer. The transaction is subject to approval by the stockholders of Cleveland BioLabs, the shares of the combined company being approved for listing on Nasdaq, a registration statement under the Securities Act becoming effective, dissenting shares shall not present 5% or more of the outstanding shares of Cytocom, Cleveland BioLabs shall have delivered to Cytocom employment agreements duly executed by Cleveland BioLabs and other customary closing conditions. Written consent of the holders of a majority of the outstanding voting stock of Cytocom evidencing the Cytocom stockholder approval has been obtained. The shareholders meeting is to be held on July 6, 2021. Certain executive officers, Directors and stockholders of the Cleveland BioLabs have entered into voting and support agreements, in favor of the transaction. The Boards of Directors of both companies have unanimously approved the transaction. As of February 17, 2021, Cleveland BioLabs filed a registration statement on Form S-4 (the "Registration Statement") with the U.S. Securities and Exchange Commission (SEC). As of June 10, 2021, registration statement became effective. The transaction is expected to close during the first quarter of 2021. As of January 8, 2021, transaction is expected to close in the second quarter of 2021. As announced on June 17, 2021, the transaction is expected to be closed in third quarter of 2021. C.B. Capital Partners, Inc. acted as fairness opinion provider to Cytocom. Cassel Salpeter & Co., LLC acted as financial advisor and fairness opinion provider to special committee of Cleveland BioLabs. Cassel Salpeter & Co. received a fee of $75,000 for rendering its opinion. Cecil E. Martin and David S. Wolpa of McGuireWoods LLP acted as legal advisors to Cleveland BioLabs. Rachael Bushey and Jennifer Porter of Troutman of Pepper Hamilton Sanders LLP acted as legal advisors to Cytocom. Continental Stock Transfer & Trust Company is acting as transfer agent to Cleveland BioLabs. Cytocom, Inc. completed the acquisition of Cleveland BioLabs, Inc. (NasdaqCM:CBLI) in a reverse merger transaction on July 27, 2021. Shares of the new Cytocom’s common stock will begin trading on Nasdaq under the ticker symbol “CBLI,” on July 28, 2021. In connection with the merger, Alexander Andryuschechkin, Daniil Talyanskiy, Anna Evdokimova and Ivan Fedyunin each resigned from the Cytocom, Inc’s board of directors. The Board also reduced the number of seats on the Board from six to five and appointed three new individuals to the Board selected by Old Cytocom, pursuant to the Merger Agreement. At the Effective Time, Michael K. Handley, Taunia Markvicka and Steve Barbarick were each appointed to serve as a director of Cytocom, Inc. Randy Saluck and Lea Verny each continue to serve on the Board.