On October 12, 2022, Statera Biopharma, Inc. (the "Company") reported that entered a Binding Memorandum of Understanding ("MOU") with Holobeam Technologies, Inc. ("HOLO"), pursuant to which the Company will acquire a minority interest of twenty-five percent in HOLO for $25 million via the issuance of the Company’s preferred stock or a combination of preferred stock and cash (the "Equity Investment") (Filing, 8-K, Cleveland BioLabs, OCT 12, 2022, View Source [SID1234622091]). In exchange, HOLO will provide a license to the Company to use their technology platform for the identification and treatment of diseases (together with the Equity Investment, the "Transaction"). Furthermore, HOLO will be provided two board seats on the board of directors of the Company upon the consummation of the Transaction. The MOU provides for an exclusivity period of sixty (60) days (the "Exclusivity Period") for negotiating and finalizing a definitive stock purchase agreement and technology license (the "Definitive Agreement"). The consummation of the Transaction is subject to certain closing conditions, including but not limited to the availability of at least $10 million on the balance sheet of the Company at the close of the Transaction for the development of HOLO’s technology and general working capital, approval of the Transaction by a majority of HOLO’s stockholders and the Company’s board of directors, receipt of a fairness opinion by HOLO from an investment bank of its choosing and other customary conditions.

The foregoing summary of the MOU does not purport to be complete and is subject to, and qualified in its entirety by, the MOU attached as Exhibit 10.1 to this Current Report on Form 8-K, which exhibit is incorporated herein by reference.

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