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

February 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On February 7, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Panbela Therapeutics, Inc. (the “Company”) approved retention arrangements for the Company’s employees, including our Chief Executive Officer and President, Jennifer K. Simpson, and our Vice President of Finance and Chief Financial Officer, Susan Horvath. Under the arrangements, each participant is eligible to receive a cash retention bonus so long as they remain employed through the earlier of: (a) the date the Company terminates their employment without cause, (b) August 15, 2024, and (c) the date a change in control is completed with respect to the Company. Dr. Simpson and Ms. Horvath are each eligible to receive a cash retention bonus of $54,281 and $34,299, respectively. For each retention arrangement, “change in control” has the meaning set forth in the Company’s 2016 Omnibus Incentive Plan, as amended and restated.

Also on February 7, 2024, the Committee certified actual performance with respect to cash incentive compensation for the fiscal year ended December 31, 2023. As previously reported, the Committee had established performance objectives for each named executive officer based on clinical development and financial milestones. Ms. Horvath will receive a payout of $119,394. Notwithstanding actual performance during 2023 that would have resulted in a payout of $227,084, Dr. Simpson has irrevocably waived receipt of any cash incentive compensation payout with respect to 2023.

The foregoing summary of the terms and conditions of the retention arrangements is qualified by reference to the form of letter agreement between the Company and each of Dr. Simpson and Ms. Horvath, the text of which is filed as Exhibit 10.1 to this current report and incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

10.1		Form of Retention Agreements dated February 7, 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 report to be signed on its behalf by the undersigned hereunto duly authorized.

	Panbela Therapeutics, Inc.

Date: February 13, 2024	By:	/s/ Susan Horvath
		Susan Horvath
		Chief Financial Officer

Exhibit 10.1

February 7, 2024

[Name]
[Address]

Dear Sue:

Panbela Therapeutics, Inc. (the “Company”) thanks you for your past service. We consider your continued service and dedication to the Company essential to our success. To incentivize you to remain employed with the Company we are pleased to offer you a retention bonus as described in this letter agreement.

In appreciation of your past contributions, and as an inducement for you to continue your employment with the Company through at least August 15, 2024, the Company is making you eligible to earn a total retention bonus of $[●], less applicable withholdings (the “Retention Bonus”). Your eligibility to earn and receive the Retention Bonus is in addition to your ordinary base salary, incentive compensation and benefits, and subject to all terms and conditions identified in this letter agreement.

In order to earn the Retention Bonus, you must remain employed by the Company from the date of this letter agreement through the earliest of: (a) August 15, 2024; (b) the date the Company terminates your employment without Cause before August 15, 2024 (subject to you signing and not rescinding a release of claims); or (c) the date a Change in Control (as defined in the Company’s 2016 Omnibus Incentive Plan, as amended and restated, the “2016 Plan”) is completed with respect to the Company; (in each case, the “Vesting Date”).

If earned, the Retention Bonus will be paid to you in one lump sum cash payment on the first regularly scheduled pay date after the Vesting Date or, if earlier, within thirty (30) days thereafter. Notwithstanding the foregoing, if your employment with the Company is terminated by you for any reason or by the Company for Cause (as defined below), and your employment separation date is on or before August 15, 2024, then you will not earn or receive, and forfeit any right to earn or receive, any Retention Bonus. For purposes of this letter agreement, “Cause” has the meaning set forth in the Equity Plan.

This letter agreement does not modify the at-will employment relationship between you and the Company. The Company and you each retain the right to terminate your employment with the Company, with or without notice, at any time and for any or no reason.

All matters relating to the interpretation and enforcement of this letter agreement will be governed by the laws of the State of Minnesota. This letter agreement may not be assigned by you. The Company may assign this letter agreement to any successor, parent or affiliate of the Company without further consent by you.

This letter agreement contains the entire agreement and understanding between the Company and you with respect to your eligibility for any retention payments or any other form of retention-based compensation. This letter agreement may not be modified or amended except in a written amendment signed by you and an authorized representative of the Company.

Thank you again for your past and continued service to the Company!

Sincerely,

[Name]
[Title]

Acknowledgment and Acceptance:

By signing below, I accept and agree to the terms and conditions of this letter agreement as set forth above.

		Date:
[Name]

Document And Entity Information	Feb. 07, 2024
Document Information [Line Items]
Entity, Registrant Name	Panbela Therapeutics, Inc.
Document, Type	8-K
Document, Period End Date	Feb. 07, 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 #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