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PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT to the Stockholders of Cleveland Biolabs, Inc

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PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT to the Stockholders of Cleveland Biolabs, Inc PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT To the Stockholders of Cleveland BioLabs, Inc. and Cytocom Inc., Cleveland BioLabs, Inc., a Delaware corporation, or Cleveland BioLabs, and Cytocom Inc., a Delaware corporation, or Cytocom, entered into an Agreement and Plan of Merger, or the Merger Agreement, on October 16, 2020, pursuant to which High Street Acquisition Corp., a direct, wholly owned subsidiary of Cleveland BioLabs, or Merger Sub, will merge with and into Cytocom, with Cytocom surviving as a wholly owned subsidiary of Cleveland BioLabs, and the surviving corporation of the merger, which transaction is referred to herein as the merger. We refer to Cleveland BioLabs immediately following the merger as the combined company. At the effective time of the merger, each outstanding share of Cytocom common stock, each outstanding share of Cytocom preferred stock that was not, by its terms, converted into shares of Cytocom common stock immediately prior to the effective time of the merger, and each vested restricted stock unit of Cytocom (excluding, in each case, dissenting shares and shares held in treasury) will be automatically converted into the right to receive a number of shares of Cleveland BioLabs’ common stock determined by the application of an exchange ratio formula set forth in the Merger Agreement. Each share of Cleveland BioLabs common stock and each option to purchase shares of Cleveland BioLabs common stock that is issued and outstanding at the effective time of the merger will remain issued and outstanding. Immediately after the merger, Cleveland BioLabs securityholders as of immediately prior to the merger are expected to own approximately 49% of the outstanding shares of the combined company on a fully diluted basis and former Cytocom securityholders are expected to own approximately 51% of the outstanding shares of the combined company on a fully diluted basis. Shares of Cleveland BioLabs common stock are currently listed on The Nasdaq Capital Market, or Nasdaq, under the symbol ‘‘CBLI.’’ Cytocom has filed an initial listing application for the combined company with Nasdaq. After consummation of the merger, Cleveland BioLabs will be renamed ‘‘Cytocom Inc.’’ and the parties expect that the common stock of the combined company will trade on Nasdaq under the symbol ‘‘CYTO.’’ On June 9, 2021, the last trading day before the date of the accompanying proxy statement/prospectus, the closing sale price of Cleveland BioLabs common stock was $5.45 per share. Cleveland BioLabs stockholders are invited to attend the special meeting of Cleveland BioLabs stockholders to be held on July 6, 2021, at 10:00 a.m. Eastern Time, unless postponed or adjourned to a later date, in order to obtain the stockholder approvals necessary to complete the merger. The Cleveland BioLabs special meeting will be held in virtual format only via live audio webcast. Cleveland BioLabs stockholders will be able to attend and participate in the Cleveland BioLabs special meeting online by visiting www.virtualshareholdermeeting.com/CBLI2021SM where they will be able to listen to the meeting live, submit questions and vote. At the Cleveland BioLabs special meeting, Cleveland BioLabs will ask its stockholders of record as of the record date to: 1. Approve the issuance of shares of common stock of Cleveland BioLabs to securityholders of Cytocom, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and the change of control resulting from the merger; 2. Approve an amendment to the certificate of incorporation of Cleveland BioLabs to effect an increase in the number of authorized shares of common stock, in the form attached as Annex D to the accompanying proxy statement/prospectus; 3. Consider and vote upon an adjournment of the Cleveland BioLabs special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 and 2; and 4. Transact such other business as may properly come before the stockholders at the Cleveland BioLabs special meeting or any adjournment or postponement thereof. As described in the accompanying proxy statement/prospectus, certain Cleveland BioLabs stockholders who in the aggregate owned approximately 42.3% of the outstanding shares of Cleveland BioLabs as of March 31, 2021 are parties to stockholder agreements with Cleveland BioLabs, whereby such stockholders have agreed to vote in favor of the approval of the issuance of Cleveland BioLabs common stock in the merger pursuant to the Merger Agreement. After careful consideration, each of the Cleveland BioLabs and Cytocom boards of directors have approved the Merger Agreement and have determined that it is advisable to consummate the merger. Cleveland BioLabs’ board of directors has approved the proposals described in the accompanying proxy statement/prospectus and unanimously recommends that its stockholders vote ‘‘FOR’’ the proposals described in the accompanying proxy statement/prospectus. Approval of Proposal No. 1 and No. 2 is a condition to the consummation of the merger. Therefore, the merger cannot be consummated without the approval of Proposal No. 1 and No. 2. More information about Cleveland BioLabs, Cytocom, the Merger Agreement and transactions contemplated thereby and the foregoing proposals is contained in the accompanying proxy statement/prospectus. Cleveland BioLabs urges you to read the accompanying proxy statement/prospectus carefully and in its entirety, including the annexes. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER ‘‘RISK FACTORS’’ BEGINNING ON PAGE 25 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. Cleveland BioLabs and Cytocom are excited about the opportunities the merger brings to Cleveland BioLabs’ stockholders and thank you for your consideration and continued support. Sincerely, Christopher Zosh Michael K. Handley Vice President of Finance President and Chief Executive Officer Cleveland BioLabs, Inc. Cytocom Inc. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense. The accompanying proxy statement/prospectus is dated June 10, 2021 and is first being mailed to Cleveland BioLabs stockholders on or about June 10, 2021. NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TIME: 10:00 a.m. Eastern Time DATE: July 6, 2021 PLACE: www.virtualshareholdermeeting.com/CBLI2021SM PURPOSES: 1. To approve the issuance of shares of common stock of Cleveland BioLabs, Inc., or Cleveland BioLabs, to stockholders of Cytocom Inc., or Cytocom, pursuant to the terms of the Agreement and Plan of Merger, among Cleveland BioLabs, Cytocom and High Street Acquisition Corp., or Merger Sub, dated as of October 16, 2020, a copy of which is attached as Annex A, which is referred to in this Notice as the Merger Agreement, and the change of control resulting from the merger; 2. To approve an amendment to the certificate of incorporation of Cleveland BioLabs to effect an increase in the number of authorized shares of common stock, in the form attached as Annex D; 3. To consider and vote upon an adjournment of the Cleveland BioLabs special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal Nos. 1 and 2; and 4. To transact such other business as may properly come before the stockholders at the Cleveland BioLabs special meeting or any adjournment or postponement thereof. WHO MAY VOTE: You may vote if you were the record owner of Cleveland BioLabs common stock at the close of business on June 9, 2021, the record date. Only holders of record of shares of Cleveland BioLabs common stock at the close of business on the record date are entitled to notice of, and to vote at, the Cleveland BioLabs special meeting. At the close of business on the record date, Cleveland BioLabs had 15,468,945 shares of common stock outstanding and entitled to vote. All stockholders as of the record date are cordially invited to attend the special meeting. Whether you plan to attend the virtual annual meeting or not, we urge you to vote and submit your proxy by Internet, by mobile device, or by mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before your shares are voted at the meeting. Your vote is important. The affirmative vote of the holders of a majority of shares present in attendance or represented by proxy at the Cleveland BioLabs special meeting and entitled to vote on the matter, assuming a quorum is present, is required for approval of Proposal Nos. 1, 3 and 4. The affirmative vote of the holders of a majority of the outstanding shares of Cleveland BioLabs common stock entitled to vote at the Cleveland BioLabs special meeting is required for approval of Proposal No. 2. Approval of Proposal No. 1, referred to as the merger proposal, is a condition to the consummation of the merger. Therefore, the merger cannot be consummated without the approval of Proposal No. 1. Cleveland BioLabs’ board of directors has determined and believes that each of the proposals outlined above is fair to, in the best interests of, and advisable to Cleveland BioLabs and its stockholders and has approved each such proposal. Cleveland BioLabs’ board of directors unanimously recommends that Cleveland BioLabs stockholders vote ‘‘FOR’’ each such proposal. Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on July 6, 2021 at 10:00 a.m. Eastern Time via the internet. The proxy statement/prospectus/information statement and annual report to stockholders are available at www.proxyvote.com BY ORDER OF THE BOARD OF DIRECTORS Christopher Zosh Senior Vice President of Finance Buffalo, New York [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE MERGER .
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