Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 17, 2022, the Board of Directors of Statera Biopharma, Inc. (the "Company") ratified the appointments of Dr. Uday Saxena and Dr. Blake Hawley as a directors of the Company, to fill the vacancies created by Mr. Saluck and Ms. Verny resignations. Dr. Saxena and Dr. Hawley will serve in such position until the earlier of their deaths, resignations or removal from office. Dr. Saxena and Dr. Hawley will serve as members of the Board's audit committee, compensation committee, and nominating and corporate governance committee. The Board has affirmatively determined that Dr. Saxena and Dr. Hawley are "independent" within the meaning of the listing standards of The Nasdaq Stock Market ("Nasdaq"). In addition, Dr. Saxena and Dr. Hawley are independent under Nasdaq's heightened independence standards applicable to audit committee and compensation committee members.

Dr. Saxena is currently a Co-Founder of start-up biotech company, ReaGene Innovations. Dr. Saxena has 30 plus years of leadership experience in drug discovery research. He has held executive and leadership positions at Parke-Davis (now Pfizer), AtheroGenics, Dr. Reddy's Laboratories and Kareus Therapeutics. During his tenure at Parke-Davis/ Pfizer, Dr. Saxena was associated with the team that discovered Lipitor®. Dr. Saxena has a Ph.D. in Biochemistry from Memorial University and Post-doctoral training at Columbia University.

The Company confirms that (1) there is no family relationship between Dr. Saxena and any director or executive officer of the Company, (2) there was no arrangement or understanding between Dr. Saxena. and any other person pursuant to which he was elected to his position with the Company, and (3) there is no transaction between Dr. Saxena and the Company that would require disclosure under Item 404(a) of Regulation S-K.

Dr. Hawley is the Founder of Cleopatra Life Inc., Motega Health, Inc., Cedoga Consulting LLC and SBH Nutrition Science LLC. Dr. Hawley brings an entrepreneurial mindset with a track record of execution. Previously Dr. Hawley served as Chief Commercial Officer of Kindred Biosciences (NASDAQ: KIN) and Managing Director of the United Kingdom and Ireland for Hill's Pet Nutrition, a division of Colgate-Palmolive. His experience includes ten years of profit and loss responsibilities in multiple geographies, with consistent double-digit annual revenue growth in each of the ten years. He oversaw products competing in the arthritis, dermatology, obesity, gastrointestinal, urinary, and cancer markets, among others. Dr. Hawley holds an M.B.A. from the University of Kansas and a D.V.M. from North Carolina State University.

The Company confirms that (1) there is no family relationship between Dr. Hawley and any director or executive officer of the Company, (2) there was no arrangement or understanding between Dr. Hawley. and any other person pursuant to which he was elected to his position with the Company, and (3) there is no transaction between Dr. Hawley and the Company that would require disclosure under Item 404(a) of Regulation S-K.


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On June 8, 2022, the Company entered into Independent Director's Agreements with each of Drs. Saxena and Hawley in connection with their respective appointments as directors of the Company and agreed to pay them the following compensation for their board and committee services.



Position                          Annual Cash Compensation
Board Member                                       $35,000
Audit Committee Member                              $7,500
Compensation Committee Member                       $5,000
Governance Committee Member                         $4,000
 Total                                             $51,500

In addition to annual cash compensation listed above, the Company agreed to award each of Drs. Saxena and Hawley 587,083 shares of the Company's unregistered common stock that had a value of $140,900 as of the June 17, 2022 award date. The Company may from time to time authorize additional compensation and benefits to the directors. Each of the directors is entitled to be reimbursed for reasonable out-of-pocket expenses incurred in attending the Company's board or board committee meetings.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed with this Current Report:





Exhibit No.   Description
10.1†           Form of Independent Director's Agreement.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

† Includes management contracts and compensation plans and arrangements

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