Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-136904
Prospectus
Supplement No. 3
(to
Prospectus dated April 25, 2007)
CLEVELAND
BIOLABS, INC.
4,453,601
Shares
This
Prospectus Supplement No. 3 supplements and amends the prospectus dated April
25, 2007 (the “Prospectus”) relating to the offer and sale of up to 4,453,601
shares of our common stock which may be offered from time to time by the selling
stockholders identified in the Prospectus for their own accounts. This
Prospectus Supplement is not complete without, and may not be delivered or
used
except in connection with the original Prospectus.
This
Prospectus Supplement No. 3 includes the attached Form 8-K of Cleveland BioLabs,
Inc. filed August 29, 2007, with the Securities and Exchange
Commission.
This
Prospectus Supplement No. 3 modifies and supersedes, in part, the information
in
the Prospectus. Any information that is modified or superseded in the Prospectus
shall not be deemed to constitute a part of the Prospectus, except as modified
or superseded by this Prospectus Supplement No. 3. We may amend or supplement
the Prospectus from time to time by filing amendments or supplements as
required. You should read the entire Prospectus and any amendments or
supplements carefully before you make an investment decision.
Investing
in our common stock involves risk. See “Risk Factors” beginning on page 8 of the
Prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or disapproved of these securities or determined if the Prospectus
or
this Prospectus Supplement No. 3 is truthful or complete. Any representation
to
the contrary is a criminal offense.
The
date
of this Prospectus Supplement No. 3 is August 30, 2007.
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): August 27, 2007
CLEVELAND
BIOLABS, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-12465
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20-0077155
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(State
or other jurisdiction
of
incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
Number)
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73
High Street, Buffalo, New York 14203
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (716) 849-6810
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 (see General Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
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Item 8.01. Other
Events
On
August 27,
2007, Cleveland BioLabs, Inc. (the “Company”) issued a press release announcing
that as of August 28, 2007, the Company’s listing on the NASDAQ Capital Market
would be upgraded to NASDAQ Global Market. The Company will continue to be
traded under the same symbol (CBLI). A copy of the press release is attached
hereto as Exhibit 99.1.
Item
9.01 Financial Statements
and Exhibits
(d) Exhibits
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Exhibit
No.
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Exhibit
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99.1
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Press
Release of the Company dated August 27,
2007.
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SIGNATURE
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.
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CLEVELAND
BIOLABS, INC.
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Date:
August 29, 2007
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By:
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/s/
Michael Fonstein
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Michael
Fonstein
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President
and Chief Executive Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Exhibit
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99.1
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Press
Release of the Company dated August 27,
2007.
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