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

January 18, 2024

Date of Report (Date of Earliest Event Reported)

Panbela Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39468		88-2805017
(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 3.03.

Material Modification of Rights to Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective as of 12:01 a.m., eastern time, on January 18, 2024, Panbela Therapeutics, Inc. (the “Company”) effected a 1-for-20 reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Split”), pursuant to the authority granted by stockholders at the special meeting held on December 19, 2023. On January 16, 2024, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Amendment”) to effect the Reverse Split. The Company’s common stock began trading on a post-split basis under the Company’s existing trading symbol, “PBLA,” when the market opened on January 18, 2024.

As a result of the Reverse Split, every 20 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. The Reverse Split did not change the number of shares of common stock authorized for issuance. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock is expected to receive cash in lieu of such fractional share.

In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans will be proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans.

Item 8.01.

Other Events.

A total of 480,244 shares of common stock are estimated to be issued and outstanding immediately after the Reverse Split became effective on January 18, 2024. The new CUSIP number for common stock following the Reverse Split is 69833W404. VStock Transfer, the Company’s transfer agent, is acting as the exchange agent for the Reverse Split. For more information about the effects of the Reverse Split, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 24, 2023.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Certificate of Amendment to Restated Certificate of Incorporation, effective January 18, 2024
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document).

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: January 19, 2024	By	/s/ Susan Horvath
		Susan Horvath
		Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
PANBELA THERAPEUTICS, INC.

The undersigned, Jennifer Simpson, Chief Executive Officer of Panbela Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:

FIRST: This Amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”) was duly adopted in accordance with the provisions of Section 242 of the DGCL. The Board of Directors of the Corporation has duly adopted resolutions setting forth and declaring advisable this Amendment and the holders of a majority of the outstanding stock of the Corporation entitled to vote at the meeting of the stockholders called and held upon notice in accordance with Section 222 of the DGCL for the purpose of voting on the Amendment have voted in favor of this Amendment.

SECOND: The Certificate of Incorporation is hereby amended by restating Section 4.1 of Article Four in its entirety to be and read as follows:

4.1 Authorized Capital Stock. The Corporation is authorized to issue one hundred and ten million (110,000,000) shares of capital stock, of which one hundred million (100,000,000) shares will be shares of common stock, par value $0.001 per share (the “Common Stock”), and ten million (10,000,000) shares will be shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).

Upon the filing and effectiveness (the “Effective Time”) pursuant to the DGCL of this Certificate of Amendment to the Certificate of Incorporation of the Corporation, each 20 shares of the Common Stock issued and outstanding on the effective date of this Amendment will automatically be combined into one validly issued, fully paid and non-assessable share of Common Stock, without any action by the holder thereof, subject to the treatment of fractional interests as described below (the “Reverse Stock Split”). No certificates (or electronic equivalents thereof) representing fractional shares of Common Stock will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional share interests of Common Stock in connection with the Reverse Stock Split will, with respect to such fractional interest, be entitled to receive cash, without interest, in lieu of fractional shares of Common Stock, in an amount equal to the product obtained by multiplying (a) the closing price per share of the Common Stock on the date of the Effective Time as reported on The Nasdaq Capital Market, after giving effect to the Reverse Stock Split, by (b) the fraction of the share owned by the stockholder. Each certificate (or electronic equivalent thereof) that prior to such combination represented shares of Common Stock will thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented thereby shall have been combined, subject to the elimination of fractional share interests as described above.

THIRD: This Amendment will become effective at 12:01 a.m. Eastern time on January 18, 2024.

FOURTH: All other provisions of the Certificate of Incorporation will remain in full force and effect.

[Signature on Following Page]

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed by the authorized officer named below, this 15^th day of January, 2024.

	By:	/s/s Jennifer K. Simpson
	Name:	Jennifer K. Simpson
	Its:	Chief Executive Officer

Document And Entity Information	Jan. 18, 2024
Document Information [Line Items]
Entity, Registrant Name	Panbela Therapeutics, Inc.
Current Fiscal Year End Date	--12-31
Document, Type	8-K
Document, Period End Date	Jan. 18, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39468
Entity, Tax Identification Number	88-2805017
Entity, Address, Address Line One	712 Vista Blvd
Entity, Address, Address Line Two	#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