UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 1118, 2022

Statera Biopharma, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-32954	20-0077155
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

	4333 Corbett Drive, Suite 1082 Fort Collins, CO 80525
(Address of Principal Executive Offices and zip code)

	(888) 613-8802
(Registrant's Telephone Number, Including Area Code)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.005	STAB	NASDAQ Capital Market

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On October 1218, 2022, Statera Biopharma, Inc., a Delaware corporation (the “Company”) entered ainto ~~Binding~~the ~~Memorandum~~Assignment of ~~Understanding~~Promissory Note (the “~~MOU~~Partial Assignment”) with ~~Holobeam~~Avenue ~~Technologies~~Venture Opportunities Fund, ~~Inc~~L.P. (“~~HOLO~~Avenue Venture”) and Silverback Capital Corporation (“Silverback”), pursuant to which, ~~the~~in ~~Company~~consideration ~~will~~for ~~acquire~~ a ~~minority~~cash ~~interest~~payment of ~~twenty-five percent in HOLO for~~ $25400,000 ~~million~~by ~~via~~Silverback ~~the~~to ~~issuance~~Avenue ofVenture, ~~the~~Avenue ~~Company’s~~Venture ~~preferred~~assigned ~~stock~~to orSilverback a ~~combination~~$400,000 ofportion ~~preferred stock and cash~~ (the “~~Equity~~Assigned ~~Investment~~Portion”)~~. In~~ ~~exchange,~~of ~~HOLO~~that ~~will~~certain ~~provide~~Promissory aNote ~~license~~in to the ~~Company~~aggregate toprincipal ~~use~~amount ~~their~~of ~~technology~~$15 ~~platform~~million ~~for~~issued by the ~~identification~~Company ~~and~~to ~~treatment~~Avenue ofVenture, ~~diseases~~dated ~~(together~~as ~~with~~of ~~the~~April ~~Equity Investment~~26, 2021 (the “~~Transaction~~Original Note”)~~. Furthermore~~, ~~HOLO~~pursuant ~~will~~to bethe ~~provided~~Loan ~~two~~and ~~board~~Security ~~seats~~Agreement, ondated ~~the~~as ~~board~~ of ~~directors~~the even date of the ~~Company~~Original ~~upon~~Note, ~~the~~by ~~consummation~~and ofbetween the ~~Transaction. The~~Company ~~MOU~~and ~~provides~~Avenue ~~for~~Venture, anas ~~exclusivity~~supplemented ~~period~~and ofamended ~~sixty~~ (~~60) days (~~the “~~Exclusivity~~Loan ~~Period~~Agreement”). ~~for~~Copies ~~negotiating~~of ~~and~~the ~~finalizing~~Loan aAgreement ~~definitive~~and ~~stock~~the ~~purchase~~Supplement ~~agreement~~to the Loan and ~~technology~~Security ~~license~~Agreement (the “~~Definitive Agreement~~Supplement”)~~. The~~ ~~consummation~~are ofattached ~~the~~as ~~Transaction~~Exhibits is10.1 ~~subject~~and 10.2 to ~~certain~~the ~~closing~~Company’s ~~conditions,~~Current ~~including~~Report ~~but~~on ~~not~~Form ~~limited~~8-K tofiled with the ~~availability~~Securities ofand atExchange ~~least~~Commission ~~$10~~(the ~~million~~“SEC”) on ~~the~~August ~~balance~~2, ~~sheet~~2021. ofA ~~the~~copy ~~Company at the close~~ of the ~~Transaction~~Forbearance ~~for~~and ~~the~~Second ~~development~~Amendment ofto ~~HOLO’s~~Loan ~~technology~~Documents ~~and~~(“Forbearance ~~general~~Agreement”) ~~working~~regarding ~~capital, approval of~~ the ~~Transaction~~Loan byAgreement ais ~~majority~~attached ofas ~~HOLO’s~~Exhibit ~~stockholders~~1.1 ~~and~~to the Company’s ~~board~~Current ofReport ~~directors,~~on ~~receipt~~Form of8-K afiled ~~fairness~~with ~~opinion~~the bySEC ~~HOLO~~on ~~from~~May an27, ~~investment bank of its choosing and other customary conditions~~2022.

~~The~~Pursuant ~~foregoing~~to ~~summary~~the ofPartial Assignment, the ~~MOU~~Company ~~does~~issued ~~not~~an ~~purport~~Amended toand beRestated ~~complete~~Convertible ~~and~~Note isDue ~~subject~~May to1, ~~and~~2024 ~~qualified~~(the “A&R Note”) in ~~its~~the ~~entirety~~principal byamount of $400,000.00 to Silverback as of October 18, 2022 (the ~~MOU~~“Issue ~~attached~~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 ~~Exhibit 10~~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 ~~this~~convert, ~~Current~~at ~~Report~~any ontime ~~Form 8-K~~until the Maturity Date, ~~which~~all ~~exhibit~~or isany ~~incorporated~~portion ~~herein~~of bythe ~~reference~~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.

~~Item~~The ~~3.01.~~aforementioned ~~Notice~~conversion right of ~~Delisting~~Silverback oris ~~Failure~~subject to ~~Satisfy~~certain alimitations ~~Continued~~as ~~Listing~~set ~~Rule~~forth orin ~~Standard;~~the ~~Transfer~~A&R Note, including, among others, that (i) Silverback may not convert an amount that would be convertible into that number of ~~Listing~~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.

OnThe ~~October~~foregoing ~~11,~~descriptions ~~2022,~~of the ~~Company~~terms ~~received notice from the Listing Qualifications Staff (the “Staff”)~~ of ~~The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon information set forth in~~ the ~~Company’s~~A&R ~~Annual~~Note ~~Report~~and ~~on Form 10-K for~~ the ~~fiscal~~Partial ~~year~~Assignment ~~ended~~do ~~December 31, 2021 (the “Form 10-K”), the Company does~~ not ~~satisfy~~purport ~~the~~to ~~$2.5~~be ~~million~~complete ~~stockholders’~~and ~~equity~~are ~~requirement~~qualified ~~for~~in ~~continued~~their ~~listing~~entirety ~~on The Nasdaq Capital Market, as required~~ by ~~Nasdaq~~reference ~~Listing~~to ~~Rule 5550(b)(1), which could serve as an additional basis for~~ the ~~delisting~~full texts of the ~~Company’s~~A&R ~~securities~~Note ~~from Nasdaq. The Company addressed the stockholders’ equity deficiency~~ and ~~its plan to regain compliance with that requirement at its recent hearing before~~ the ~~Nasdaq~~Partial ~~Hearings~~Assignment ~~Panel~~attached ~~(the “Panel”) along with its plan to evidence full compliance with Nasdaq’s filing and bid price requirements,~~ as ~~set~~Exhibits ~~forth in Nasdaq Listing Rules 5250(c)(~~4.1) and ~~5550(a)(2), respectively~~10.1 ~~The~~to ~~Panel~~this ~~has~~Current ~~not~~Report ~~yet~~on ~~issued~~Form a8-K, ~~determination~~which asexhibits aare ~~result~~incorporated ofherein ~~the~~by ~~hearing~~reference.

~~The~~Item ~~Staff~~2.03 ~~also~~Creation ~~determined~~of ~~that the Company’s failure to submit~~ a ~~“listing~~Direct ofFinancial ~~additional~~Obligation ~~shares” notification form (“LAS Form”) to Nasdaq at least 15 days in advance of the issuance of shares totaling 10%~~ or ~~more~~an ofObligation ~~the~~under ~~Company’s~~an ~~pre~~Off-~~issuance~~Balance ~~shares~~Sheet ~~outstanding~~Arrangement ~~in September 2022 constituted a violation~~ of ~~Nasdaq Listing Rule 5250(c)(2)(D) (the “LAS Rule”), which could also serve as~~ a ~~basis for delisting from Nasdaq~~Registrant. The Staff’s determination was based upon the Company’s disclosure under the “Subsequent Events” section of the “Notes to Consolidated Financial Statements” set forth in the Form 10-K (note 19), which indicated that:

In September 2022, the Company executed multiple subscription agreements pursuant to which the Company sold 4.75 million shares of its common stock for approximately $0.36 million and issued warrants to purchase approximately 9.5 million shares of common stock. The ~~purchase~~information ~~price~~contained ~~for~~above ~~one~~in ~~share~~Item ~~of common stock and two warrants was $0~~1.~~075.~~01 ~~The~~is ~~warrants~~hereby ~~are~~incorporated ~~exercisable~~by ~~immediately,~~reference ~~have~~into anthis ~~exercise~~Item ~~price of $0~~2.1503 ~~per~~in ~~share,~~its ~~and will expire two years from the initial exercise date~~entirety. ~~The proceeds of the offering will be used for general corporate purposes.~~

~~The~~Item ~~above disclosure included in the Form 10-K was made in error~~3.02 ~~Although~~Unregistered ~~the~~Sales Company has received multiple subscription agreements from potential investors for the financing as described, the Company has not yet executed the relevant subscription agreements and has not issued any shares or warrants in connection with those agreements. Given the plain language of ~~Nasdaq~~Equity ~~Listing Rule 5250(c)(2)(D) and because no shares have yet been issued, the Company does not believe it violated the LAS Rule~~Securities. ~~In the event the Company determines to move forward with the financing, the Company intends to promptly file an LAS Form with Nasdaq and to promptly announce the completion of the offering.~~

InThe ~~addition~~disclosure toset ~~the~~forth above~~-referenced~~ ~~financing,~~in ~~the~~Item ~~Company~~1.01 isof ~~also~~this ~~pursuing~~Current ~~additional~~Report ~~fundraising~~on ~~activities~~Form to8-K ~~address~~with respect to the ~~stockholders’~~A&R ~~equity~~Note ~~issue~~is incorporated by reference herein. The ~~Company~~Conversion isShares ~~committed~~ to be issued in connection with the ~~timely~~A&R ~~submission~~Note ofwill ~~all~~not ~~necessary~~be ~~notifications~~registered tounder ~~Nasdaq~~the ~~and~~Securities Act in reliance on the ~~timely~~exemption ~~and~~from ~~accurate~~registration ~~disclosure~~provided by Section 4(a)(2) of ~~its~~the ~~financing~~Securities ~~activities~~Act toand ~~the~~Rule ~~public~~506(c) promulgated thereunder.

~~Forward-Looking~~Item ~~Statements~~7.01 Regulation FD Disclosure.

~~This~~On ~~Current~~October Report on Form 8-K contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to the Company’s management. Forward-looking statements include statements regarding the Company’s expectations regarding the submission of a compliance plan to Nasdaq. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate24,” ~~“believe~~2022,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the ~~negatives of those terms. The~~ Company’s ~~actual~~issued ~~results and the timing of events could materially differ from those anticipated in such forward-looking statements as~~ a ~~result~~press ofrelease ~~certain~~announcing ~~risks and uncertainties including those described in more detail in~~ the ~~Company’s~~Partial ~~most~~Assignment. ~~recent~~A ~~Annual~~copy ~~Report on Form 10-K and other documents on file with the SEC, each~~ of ~~which can be found on~~ the ~~SEC’s~~press ~~website,~~release ~~www.sec.gov,~~is orattached ~~the~~hereto ~~investor~~as ~~relations~~Exhibit ~~portion of the Company’s website, https://ir~~99.~~staterabiopharma.com/financial-information/sec-filings.~~1 ~~Except~~and asincorporated ~~required~~ by ~~law,~~reference the Company assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the futureherein.

The information in this Item 97.01, ~~Financial~~including ~~Statements~~Exhibit 99.1, is furnished and ~~Exhibits~~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.

Exhibit No.		Description
10.1		Memorandum of Understanding, dated October 12, 2022, between Statera Biopharma, Inc. and Holobeam Technologies, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Statera Biopharma, Inc.
Date: October 17, 2022	By:	/s/ Michael K. Handley
Date: October 24, 2022	By:	/s/ Michael K. Handley
	Name: Michael K. Handley
	Name: Michael K. Handley Title: Chief Executive Officer
	Title: Chief Executive Officer

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