SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Cleveland BioLabs, Inc.
(Name of Issuer)
Common Stock, par value $0.005 per share
(Title of Class of Securities)
185860103
(CUSIP Number)
July 13, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
13G is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however see the Notes).
SCHEDULE 13G
CUSIP NO. 185860103 2 of 6
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities
Only)
1
Michael A. Roth and Brian J. Stark, as joint filers
pursuant to Rule 13d-1(k)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SOLE VOTING POWER
5
SHARES 0
BENEFICIALLY SHARED VOTING POWER
6
OWNED BY EACH 689,400 shares of Common Stock
(See Item 4)
REPORTING SOLE DISPOSITIVE POWER
7
PERSON WITH 0
SHARED DISPOSITIVE POWER
8
689,400 shares of Common Stock
(See Item 4)
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
9
689,400 shares of Common Stock (See Item 4)
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES |X|
10
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11
5.4% (See Item 4)
TYPE OF REPORTING PERSON
12
IN
Item 1(a). Name of Issuer:
Cleveland BioLabs, Inc. (the "Issuer").
Item 1(b). Address of Issuer's Principal Executive Offices:
73 High Street
Buffalo, New York 14203
Items 2(a),
(b) and (c). Name of Persons Filing, Address of Principal Business Office
and Citizenship:
This Schedule 13G is being filed on behalf of Michael A.
Roth and Brian J. Stark, as joint filers (collectively, the
"Reporting Persons").
The Reporting Persons have entered into a Joint Filing
Agreement, a copy of which is filed with this Schedule 13G as
Exhibit 1, pursuant to which the Reporting Persons have agreed
to file this Schedule 13G jointly in accordance with the
provisions of Rule 13d-1(k) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
The principal business office of the Reporting Persons is 3600
South Lake Drive, St. Francis, WI 53235. The Reporting Persons
are citizens of the United States of America.
Item 2(d). Title of Class of Securities:
Common Stock, par value $0.005 per share (the "Common Stock")
Item 2(e). CUSIP Number:
185860103
Item 3. Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
689,400 shares of Common Stock*
(b) Percent of class:
Based on 12,597,279 shares of Common Stock outstanding
as indicated in the Issuer's Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2009 and
177,000 shares of Common Stock issuable upon exercise of
certain warrants held by the Reporting Persons, the
Reporting Persons hold approximately 5.4%* of the issued
and outstanding Common Stock of the Issuer.
(c) Number of shares to which such person has:
(i) Sole power to vote or direct the vote: 0
(ii) Shared power to vote or direct the vote: 689,400
shares of Common Stock*
(iii) Sole power to dispose or to direct the
disposition of: 0
(iv) Shared power to dispose of or direct the
disposition of: 689,400 shares of Common Stock*
*The Reporting Persons beneficially own an aggregate of
689,400 shares of Common Stock. The foregoing amount of
Common Stock and percentage ownership represent the combined
indirect holdings of Michael A. Roth and Brian J. Stark.
All of the foregoing represents an aggregate of 689,400
shares of Common Stock held directly by SF Capital Partners
Ltd. ("SF Capital"). The Reporting Persons are the Managing
Members of Stark Offshore Management LLC ("Stark Offshore"),
which acts as investment manager and has sole power to
direct the management of SF Capital. Through Stark Offshore,
the Reporting Persons possess voting and dispositive power
power over all of the foregoing shares. Therefore, for the
purposes of Rule 13d-3 under the Exchange Act, the Reporting
Persons may be deemed to be the beneficial owners of, but
hereby disclaim such beneficial ownership of, the foregoing
shares.
The foregoing amount of Common Stock and percentage ownership
includes 177,000 shares of Common Stock issuable upon exercise
of certain Warrants.
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported By the Parent Holding
Company.
Not applicable
Item 8. Identification and Classification of Members of the Group.
Not applicable
Item 9. Notice of Dissolution of a Group.
Not applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 23, 2009
/s/ Michael A. Roth
Michael A. Roth
/s/ Brian J. Stark
Brian J. Stark
SCHEDULE 13G
CUSIP NO. 185860103
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended, the undersigned agree to the joint filing on behalf of each of them
of a statement on Schedule 13G (including amendments thereto) with respect to
689,400 shares of Common Stock of Cleveland BioLabs, Inc. and further agree that
this Joint Filing Agreement shall be included as an exhibit to such joint
filings.
The undersigned further agree that each party hereto is responsible for the
timely filing of such Schedule 13G and any amendments thereto, and for the
completeness and accuracy of the information concerning such party contained
therein; provided, however, that no party is responsible for the completeness or
accuracy of the information concerning any other party making the filing, unless
such party knows or has reason to believe that such information is inaccurate.
IN WITNESS WHEREOF, the parties have executed this Joint Filing Agreement on
July 23, 2009.
/s/ Michael A. Roth
Michael A. Roth
/s/ Brian J. Stark
Brian J. Stark