Form 8-K - Current report

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

December 19, 2023

Date of Report (Date of Earliest Event Reported)

Panbela Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39468		87-0543922
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

712 Vista Blvd #305 Waconia, Minnesota		55387
(Address of Principal Executive Offices)		(Zip Code)

(952) 479-1196

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report.)

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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.001 par value		PBLA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Panbela Therapeutics, Inc. (the “Company”) held a special meeting of stockholders on December 19, 2023. The following proposals, each as described further in the definitive proxy statement for the meeting filed with the Securities and Exchange Commission on November 24, 2023, were voted upon by the stockholders:

Proposal 1 – Reverse Stock Split

Stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock, par value $0.001 per share, at a reverse stock split ratio ranging from any whole number between 1-for-8 and 1-for-50, subject to and as determined by the Board of Directors, based on the votes listed below:

For		Against		Abstain
1,392,836		723,235		21,919

Proposal 2 – Issuance of Shares

Stockholders approved the issuance of an aggregate of 4,260,000 shares of the Company’s common stock issuable upon the exercise of warrants to purchase the Company’s common stock, in accordance with Nasdaq Listing Rule 5635(d), based on the votes listed below:

For		Against		Abstain		Broker Non-Vote
527,741		326,173		2,433		1,281,643

Proposal 3 – Adjournment

Stockholders approved the adjournment of the special meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve Proposals 1 or 2 or in the absence of quorum, based on the votes listed below:

For		Against		Abstain
1,410,972		585,335		141,683

Although Proposals 3 was approved, adjournment of the special meeting was not necessary or appropriate because a quorum was present and the Company’s stockholders approved Proposals 1 and 2. The Board has not determined the timing or ratio for a reverse stock split, if any.

Item 8.01 Other Events.

Between December 19, 2023 and December 20,2023, the Company issued approximately 1.72 million shares of its common stock as a result of the exercise of outstanding warrants for gross proceeds totaling approximately $1.1 million. As of the close of business on December 20, 2023, a total of approximately 6.85 million shares of the Company’s common stock were outstanding.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	Panbela Therapeutics, Inc.

Date: December 21, 2023	By:	/s/ Susan Horvath
		Susan Horvath
		Chief Financial Officer

Document And Entity Information	Dec. 19, 2023
Document Information [Line Items]
Entity, Registrant Name	Panbela Therapeutics, Inc.
Document, Type	8-K
Document, Period End Date	Dec. 19, 2023
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39468
Entity, Tax Identification Number	87-0543922
Entity, Address, Address Line One	712 Vista Blvd #305
Entity, Address, City or Town	Waconia
Entity, Address, State or Province	MN
Entity, Address, Postal Zip Code	55387
City Area Code	952
Local Phone Number	479-1196
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	PBLA
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001029125