Item 8.01. Other Events.

As previously disclosed, on July 27, 2021, Statera Biopharma, Inc. (the "Company") became party to the Amended and Restated Share Purchase Agreement, dated as of July 27, 2021 (the "GEM Equity Line Agreement"), by and among GEM Global Yield LLC SCS, GEM Yield Bahamas Limited (such entities together, "GEM") and the Company, as successor to Cytocom Inc. ("Cytocom") following the Company's merger with Cytocom. Under the GEM Equity Line Agreement, the Company may elect to issue and sell to GEM up to $75 million of its common stock, par value $0.005 per share. The Company previously filed a prospectus supplement, dated September 9, 2021 (the "Prospectus Supplement"), to the prospectus dated May 29, 2020 included in the Company's Registration Statement on Form S-3 (File No. 333-238578), which was declared effective by the Securities and Exchange Commission on May 29, 2020, to register the offering of up to $7.5 million aggregate amount of shares of its common stock pursuant to the GEM Equity Line Agreement.

On January 12, 2022, the Company closed on the sale of 1,838,235 shares of its common stock (the "Shares") for gross proceeds of $3,750,000 at a price of $2.04 per Share.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy shares of the Company's common stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The legal opinion of McGuireWoods LLP relating to the legality of the issuance and sale of the Company's common stock pursuant to the Prospectus Supplement is attached as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





(d)     Exhibits

Exhibit      Description
Number

5.1            Opinion of McGuireWoods LLP.

23.1           Consent of McGuireWoods LLP (contained in Exhibit 5.1)

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

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