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): November 17, 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
	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 November 7, 2022, Statera Biopharma, Inc. (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 ~~Purchase~~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.

OnPursuant ~~November~~to 1,the ~~2022~~Partial Assignment, ~~Statera~~the ~~Biopharma,~~Company ~~Inc.,~~issued aan ~~Delaware~~Amended ~~corporation~~and Restated Convertible Note Due May 1, 2024 (the “~~Company~~A&R Note”) in the principal amount of $400,000.00 ~~entered~~(the ~~into~~“Note aIssuance”) ~~securities~~to ~~purchase~~Silverback ~~agreement~~as of November 7, 2022 (the “~~Purchase~~Issue ~~Agreement~~Date”). ~~with~~The A&R bears interest at a ~~number~~variable rate of ~~accredited~~interest ~~investors~~per annum equal to ~~purchase~~the ~~from~~sum of (i) the ~~Company,~~greater inof a(A) ~~private~~the ~~placement~~Prime Rate (as defined in the ~~“Private~~Supplement) ~~Placement”~~and (B), 3.25% plus (iii) an7.74%. ~~aggregate~~Payment of ~~10,200,000 shares (~~the ~~“PIPE~~aggregate ~~Shares”)~~principal amount of the ~~Company’s~~A&R ~~common~~Note ~~stock,~~outstanding ~~par~~together ~~value~~with ~~$0.005~~all ~~per~~accrued ~~share~~interest thereon shall be made on May 1, 2024 (the “~~Common~~Maturity ~~Stock~~Date”). ~~and~~Additionally, ~~(ii)~~Silverback ~~warrants~~has (the ~~“Warrants”)~~right to ~~purchase 20~~convert,~~400,000 shares~~ ofat ~~Common~~any ~~Stock~~time (until the ~~“Warrant~~Maturity ~~Shares”)~~Date, atall anor ~~exercise~~any ~~price~~portion of ~~$0.15~~the outstanding principal amount, ~~with~~accrued ainterest ~~term~~and offees ~~exercise~~due ofand ~~five~~payable ~~years. Each~~thereon ~~share~~into shares of ~~Common~~common ~~Stock~~stock ~~was~~of ~~offered~~the ~~with~~Company ~~two~~(the ~~accompanying~~“Conversion ~~Warrants~~Shares”) ~~for~~at a ~~combined~~conversion ~~purchase~~ price ofequal ~~$0.075.~~to ~~The~~75% ~~aggregate~~of ~~purchase~~the lowest trading price ~~for~~of the ~~PIPE~~Company’s ~~Shares~~common ~~and~~stock ~~Warrants~~during ~~(collectively,~~ the ~~“Securities”)~~five totrading beday ~~sold~~period inpreceding the ~~Private~~conversion ~~Placement~~date isinclusive ~~approximately~~of ~~$0.8~~the ~~million~~conversion date.

The ~~Warrants~~aforementioned ~~are~~conversion ~~exercisable~~right ~~beginning~~of ~~six~~Silverback ~~months~~is ~~after~~subject to certain limitations as set forth in the ~~date~~A&R ofNote, ~~issuance.~~including, ~~The~~among ~~Warrants~~others, that (i) Silverback may not convert an amount that would be ~~sold,~~convertible ~~assigned,~~into ~~transferred,~~that ~~pledged~~number orof ~~otherwise~~Conversion ~~encumbered~~Shares ~~without~~which would exceed the ~~consent~~difference ofbetween the ~~Company.~~number ~~The~~of ~~Company~~shares ~~has~~of ~~the~~common ~~right~~stock tobeneficially ~~call~~owned ~~the~~by ~~warrants~~Silverback onand ~~thirty~~its ~~days’~~affiliates ~~prior~~and ~~written~~4.99% ~~notice~~of atthe ~~any~~outstanding ~~time~~shares ~~following~~of ~~such~~common ~~time~~stock ~~that~~of the Company, ~~has~~and ~~sold~~(ii) ~~shares~~so long as the rules of ~~Common~~the Nasdaq Stock toMarket aso ~~third~~require, ~~party~~the atsum aof ~~post-money~~the ~~company~~number ~~valuation~~of ~~equal~~shares toof orthe ~~greater~~Company’s ~~than~~common ~~$100~~stock ~~million. Upon~~that ~~receipt~~may ofbe ~~such~~issued ~~notice,~~under athe ~~holder~~A&R Note shall be limited to 19.99% of the ~~Warrants~~shares ~~will~~of ~~have~~common 30stock ~~days~~issued toand ~~exercise~~outstanding ~~their~~immediately ~~Warrants,~~prior ~~after~~to ~~which~~the ~~time~~Issue ~~any~~Date, ~~unexercised~~unless ~~Warrants~~stockholder ~~will~~approval ~~automatically~~is ~~expire~~obtained.

The ~~Company~~Partial ~~expects~~Assignment and Note Issuance follows the ~~Private~~partial ~~Placement~~assignment toof ~~close~~the Original Note and convertible note issuance conducted on orsubstantially ~~about~~identical ~~November~~terms ~~15,~~by ~~2022~~and among the Company, ~~subject~~Avenue toCapital ~~the~~and ~~satisfaction~~Silverback ofand ~~customary~~previously ~~closing~~disclosed ~~conditions.~~in ~~The~~the Company’s ~~intends~~Current toReport ~~use~~on ~~the~~Form ~~net~~8-K ~~proceeds~~filed ~~from~~with the ~~Private~~SEC ~~Placement~~on ~~for~~October ~~working~~24, ~~capital purposes~~2022.

The ~~Purchase~~foregoing ~~Agreement~~descriptions ~~includes~~of ~~representations,~~the ~~warranties,~~terms ~~and covenants customary for a transaction~~ of ~~this type. In addition,~~ the ~~Company~~A&R ~~agreed~~Note toand ~~indemnify~~ the ~~accredited~~Partial ~~investors~~Assignment ~~from~~do ~~liabilities~~not ~~relating~~purport to ~~the~~be ~~Company’s~~complete ~~breach of any of the representations, warranties~~ and ~~covenants~~are qualified in ~~the~~their ~~Purchase~~entirety ~~Agreement.~~by ~~The~~reference ~~Securities were sold pursuant~~ to the ~~exemption~~full ~~provided~~texts ~~by Section 4(a)(2)~~ of the ~~Securities~~A&R ~~Act~~Note ~~of 1933, as amended (the “Securities Act”),~~ and ~~Regulation D promulgated thereunder. The sale of~~ the ~~securities~~Partial ~~pursuant~~Assignment toattached ~~the~~as ~~Purchase~~Exhibits ~~Agreement has not been registered under the Securities Act or any state securities laws~~4.1 ~~The~~and ~~securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements~~10.1 ~~Neither~~to this Current Report on Form 8-K, ~~nor~~which ~~the~~ exhibits ~~attached~~are ~~hereto,~~incorporated ~~is an offer to sell or the solicitation of an offer to buy the securities described~~ herein orby ~~therein~~reference.

~~The~~Item ~~foregoing~~2.03 ~~descriptions~~Creation of ~~the~~a ~~Purchase~~Direct ~~Agreement~~Financial ~~and~~Obligation ~~Warrants~~or ~~are~~an ~~not~~Obligation ~~complete~~under ~~and~~an ~~are~~Off-Balance ~~subject~~Sheet toArrangement ~~and qualified in their entirety by reference to the full text~~ of ~~the~~a ~~Form of Purchase Agreement and the Form of Warrant, respectively, copies of which are attached as Exhibits 10~~Registrant.~~1 and 4.1 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.~~

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 ~~information~~disclosure ~~provided~~set forth above in Item 1.01 of this Current Report on Form 8-K iswith ~~hereby~~respect to the A&R Note is incorporated by reference ~~into~~herein. ~~this~~The ~~Item~~A&R Note and the Conversion Shares are being offered and issued in reliance upon the exemptions from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(a)(2) and Section 3(a)(9) thereof.~~02.~~

Item 9.01 Financial Statements and Exhibits.

(d) ~~Exhibits~~ Exhibit

Exhibit No.		Description
4.1		~~Form~~Assignment of ~~Common~~Promissory ~~Stock~~Note, ~~Purchase~~dated ~~Warrant~~November 7, 2022, by and among Avenue Venture Opportunities Fund, L.P., Silverback Capital Corporation and Statera Biopharma, Inc.
10.1		~~Form~~Amended ofand ~~Securities~~Restated ~~Purchase~~Convertible ~~Agreement~~Note byDue ~~and~~May ~~between~~1, ~~the~~2024, ~~Company~~dated ~~and~~as ~~the~~of ~~purchasers~~November ~~named~~7, ~~therein.~~2022
104		Cover Page Interactive Data File (embedded ~~within~~with the ~~Inline~~inline XBRL document)

-1-

Forward-Looking Statements

This Current 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 “anticipate,” “believe,” “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 results and the timing of events could materially differ from those anticipated in such forward-looking statements as a result of certain risks and uncertainties including those described in more detail in the Company’s most recent Annual Report on Form 10-K and other documents on file with the SEC, each of which can be found on the SEC’s website, www.sec.gov, or the investor relations portion of the Company’s website, https://ir.staterabiopharma.com/financial-information/sec-filings. Except as required by law, 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 future.

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: November 4, 2022	By:	/s/ Michael K. Handley
	Name: Michael K. Handley
	Title: Chief Executive Officer

Statera Biopharma, Inc.

Date: November 14, 2022

By:

/s/ Michael K. Handley

Name:

Michael K. Handley

Title:

Chief Executive Officer

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