Statera Biopharma Signs Letter of Intent for Merger with Worksite Labs

Statera Biopharma, Inc. (OTCPK:STAB) (the "Company" or "Statera Biopharma"), a biopharmaceutical company creating next-generation immune therapies that focus on immune restoration and homeostasis, is pleased to announce it has entered into a non-binding letter of intent (the "LOI") with Worksite Labs, Inc. ("WSL"), setting out the initial proposed terms and conditions pursuant to which the Company and Worksite Labs intend to affect a business combination by a merger structure to be determined involving the Company, one or more merger entities of the Company and WSL (the "Proposed Transaction").

“We believe the proposed merger could enhance shareholder value and strengthen the company’s operating performance,” commented Michael K. Handley, Chief Executive Officer of Statera Biopharma. “The business model and mission of Worksite Labs aligns with our current strategies to diagnose and identify patients for treatment and increase shareholder value. “Furthermore, we look forward to working with our WSL colleagues to move the proposed transaction forward.”

The entities resulting from the Proposed Transaction are expected to continue to carry on the business of WSL as a premier, full-service diagnostic testing company that generated 2022 revenues of over $50 million (unaudited).

The Company intends to issue a subsequent news release with additional details regarding the Proposed Transaction, including the proposed capitalization of the Company on a post-merger basis, upon execution of the definitive agreements.

“We are excited to announce the signing of the non-binding LOI with Statera Biopharma,” stated Gary Frazier, Chief Executive Officer of Worksite Labs. “We believe Worksite Labs is the leader in delivering diagnostic services to businesses and individuals in a decentralized model. By undertaking this transaction, Worksite Labs will have access to the capital markets which accelerates our business operations and acquisition strategy to ultimately fulfill our mission of creating more access and giving people greater power over their well-being.”

Completion of the Proposed Transaction is subject to, among other matters, the completion of due diligence, the negotiation of definitive agreements providing for the Proposed Transaction, and satisfaction of a number of conditions negotiated therein, including, but not limited to regulatory approvals including FINRA, and board of directors’ and shareholder approvals. There can be no assurance that the parties will successfully negotiate and enter into definitive agreements regarding the Proposed Transaction, or that the Proposed Transaction will be completed as currently contemplated, or at all.

About Worksite Labs

Worksite Labs is a decentralized healthcare testing and diagnostics company that delivers fast, reliable results by placing full-service labs where they are needed most. It uses technology, innovation and logistical expertise to disrupt current industry practices, giving customers superior access to healthcare services so they can make informed decisions about their well-being. Based in Long Beach, California, the company operates labs in 20 major cities and seven states.

About Statera Biopharma

Statera Biopharma is a clinical-stage biopharmaceutical company developing novel immunotherapies targeting autoimmune, neutropenia/anemia, emerging viruses, and cancers based on a proprietary platform designed to rebalance the body's immune system and restore homeostasis. Statera has one of the largest platforms of toll-like receptor (TLR) agonists in the biopharmaceutical industry with TLR4 and TLR9 antagonists, and the TLR5 agonists, Entolimod and GP532. TLRs are a class of protein that plays a key role in the innate immune system. Statera is developing therapies designed to directly elicit within patients a robust and durable response of antigen-specific killer T-cells and antibodies, thereby activating essential immune defenses against autoimmune, inflammatory, infectious diseases, and cancers. Statera has clinical programs for Crohn's disease (STAT-201), hematology (Entolimod), Cancer T-cell exhaustion and COVID-19 (STAT-205) in addition to potential expansion into other autoimmue diseases. To learn more about Statera Biopharma, please visit www.staterabiopharma.com .

Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical fact contained in this press release, including statements regarding the Proposed Transaction and its expected benefits, are forward-looking statements. The words "anticipate," "believe," "continue," "should," "estimate," "expect," "intend," "may," "plan," "project," "will," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements on the current expectations about future events held by management. While we believe these expectations are reasonable, such forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond the Company's control. The company's actual future results may differ materially from those discussed here for various reasons and the Proposed Transaction described may not be consummated. The Company discusses many of these risks under the heading "Risk Factors" in its annual report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on October 6, 2022, as updated by the company's other filings with the SEC, and in the preliminary and definitive proxy statement that the Company intends to file with the SEC in connection with the Proposed Transaction. Factors that may cause such differences include, but are not limited to, the inability of the Company to enter into definitive agreements with respect to the Proposed Transaction; the expected performance of WSL’s business; the risk that the approval of the shareholders of the Company or WSL for the Proposed Transaction are not obtained; failure to realize the anticipated benefits of the Proposed Transaction; and the Company’s and WSL’s ability to satisfy the conditions to closing the Proposed Transaction.

Given these uncertainties, you should not place undue reliance on these forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. We do not undertake any obligation to update any such statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.