false
0001029125
0001029125
2023-05-25
2023-05-25
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
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May 25, 2023
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Date of Report (Date of Earliest Event Reported)
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Panbela Therapeutics, Inc.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-39468
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88-2805017
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(State of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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712 Vista Blvd #305
Waconia, Minnesota
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55387
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(Address of Principal Executive Offices)
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(Zip Code)
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(952) 479-1196
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(Registrant’s Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report.)
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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:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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PBLA
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The Nasdaq Stock Market LLC
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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.
--12-31
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. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse Stock Split
On May 26, 2023, the board of directors of Panbela Therapeutics, Inc. (the “Company”) approved a 1-for-30 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Split”), pursuant to the authority granted by stockholders at the annual meeting held on May 25, 2023 (See Item 5.07 below for additional details). Accordingly, on May 30, 2023, the Company filed a Certificate of Amendment to the Restated Certificate of Incorporation (the “Amendment”) to effect the Reverse Split as of 12:01 a.m., eastern time, on June 1, 2023. The Company’s common stock is expected to begin trading on a post-split basis under the Company’s existing trading symbol, “PBLA,” when the market opens June 1, 2023.
As a result of the Reverse Split, every 30 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. A total of 559,560 shares of common stock are expected to be issued and outstanding immediately after the Reverse Split becomes effective on June 1, 2023. 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.
The new CUSIP number for common stock following the Reverse Split will be 69833W305. 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 April 28, 2023 (the “Proxy Statement”).
Certificate of Elimination
Upon the approval of the proposal to implement the Reverse Split at the annual meeting of stockholders held on May 25, 2023 (see Item 5.07 below for additional detail), the sole outstanding share of sole outstanding share of the Company’s Series A Preferred Stock, par value $0.01 per share, was automatically redeemed. On May 30, 2023, the Company filed a Certificate of Elimination with the Secretary of State of Delaware which, effective upon filing, eliminated all matters set forth in the Certificate of Designation of Series A Preferred Stock filed with the Delaware SOS on April 14, 2023. The foregoing description of the Certificate of Elimination does not purport to be complete and is qualified in its entirety by reference to the Certificate of Elimination, which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Panbela Therapeutics, Inc. (the “Company”) held an annual meeting of stockholders on May 25, 2023. The following proposals, each as described further in the Proxy Statement, were voted upon by the stockholders:
Proposal 1 – Election of Three Class I Directors
Stockholders elected each of the three nominees to serve as a director for a three-year term ending at the annual meeting of stockholders to be held in 2026, based on the votes listed below:
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Director Nominee
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For
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Withhold
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Broker Non-Votes
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Daniel J. Donovan
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2,147,152
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763,892
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4,047,370
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Jeffrey E. Jacob
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2,029,133
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881,911
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4,047,370
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Jennifer K. Simpson
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1,906,200
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1,004,844
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4,047,370
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Proposal 2 – Ratify the Selection of Independent Registered Public Accounting Firm
Stockholders ratified the selection of Cherry Bekaert LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 202, based on the votes listed below:
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For
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Against
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Abstain
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5,688,661
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1,153,686
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116,067
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Proposal 3 – Approve, on an advisory basis, the compensation of our named executive officers
Stockholders approved, on an advisory basis, the compensation of our named executive officers, based on the votes listed below:
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For
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Against
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Abstain
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Broker Non-Votes
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1,726,832
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1,086,343
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97,869
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4,047,370
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Proposal 4 – Approve an amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock, par value of $0.001per share, at a reverse stock split ratio ranging from any whole number between 1-for-5 and 1-for-100, subject to and as determined by our Board of Directors
Stockholders approved the proposal, based on the votes listed below:
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For
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Against
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Abstain
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65,416,517
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41,528,948
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12,947
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Proposal 5 – Approve one or more adjournments of the annual meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve proposal 4
Stockholders approved the adjournment of the annual meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes at the time of the annual meeting to approve Proposal 3, based on the votes listed below:
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For
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Against
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Abstain
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Broker Non-Votes
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1,337,118
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1,201,794
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372,132
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4,047,370
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Although Proposal 5 was approved, adjournment of the annual meeting was not necessary or appropriate because the Company’s stockholders approved Proposal 4.
Item 7.01. Regulation FD Disclosure.
On May 31, 2023, the Company issued a press release announcing the Reverse Split, the text of which is furnished as Exhibit 99.1 and incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” with the Commission for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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3.1
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3.2
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99.1
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104
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Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document).
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements,” including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “can,” “design,” “expect,” “focus,” “intend,” “may,” “plan,” “positioned,” “potential,” “will” and “would.” All statements other than statements of historical fact are statements that should be deemed forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially and adversely from the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) our ability to obtain additional funding to execute our business and clinical development plans; (ii) progress and success of our clinical development program; (iii) the impact of the current COVID-19 pandemic on our ability to conduct our clinical trials; (iv) our ability to demonstrate the safety and effectiveness of our product candidates: ivospemin (SBP-101) and eflornithine (CPP-1X); (v) our ability to fund and successfully execute on the registration trial for our product candidate Flynpovi; (vi) our ability to obtain regulatory approvals for our product candidates, SBP-101 and CPP-1X, in the United States, the European Union or other international markets; (vii) the market acceptance and level of future sales of our product candidates, SBP-101 and CPP-1X; (viii) the cost and delays in product development that may result from changes in regulatory oversight applicable to our product candidates, SBP-101 and CPP-1X; (ix) the rate of progress in establishing reimbursement arrangements with third-party payors; (x) the effect of competing technological and market developments; (xi) the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims; (xii) our ability to maintain the listing of our common stock on a national securities exchange; (xiii) administrative requirements to effect the Reverse Split and establish a final market effective date for the same; and (ix) such other factors as discussed in Part I, Item 1A under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Any forward-looking statement made by us in this report is based on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement or reasons why actual results would differ from those anticipated in any such forward-looking statement, whether written or oral, whether as a result of new information, future developments or otherwise.
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.
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Panbela Therapeutics, Inc.
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Date: May 31, 2023
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By:
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/s/ Susan Horvath
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Susan Horvath
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Chief Financial Officer
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4
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
RESTATED CERTIFICATE OF INCORPORATION OF
PANBELA THERAPEUTICS, INC.
The undersigned, Susan Horvath, Chief Financial 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 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 30 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 June 1, 2023.
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 30th day of May, 2023.
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By: /s/ Susan Horvath
Name: Susan Horvath
Its: Chief Financial Officer
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Exhibit 3.2
PANBELA THERAPEUTICS, INC.
CERTIFICATE OF ELIMINATION
OF
SERIES A PREFERRED STOCK
Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that:
FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is Panbela Therapeutics, Inc. On April 14, 2023, the Corporation filed a Certificate of Designation with respect to its Series A Preferred Stock (defined below), in the office of the Secretary of State of the State of Delaware (the “Series A Certificate of Designation”).
SECOND: The issuance of a series of one share of the Corporation’s Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred Stock”), and the rights, preferences, privileges and restrictions of the Series A Preferred Stock were provided for and authorized by resolutions duly adopted by the Board of Directors of the Corporation (the “Board”). A separate certificate setting forth said resolutions has been heretofore filed with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware.
THIRD: No shares of said Series A Preferred Stock are outstanding and no shares thereof will be issued subject to said Series A Certificate of Designation.
FOURTH: The Board has adopted the following resolutions:
WHEREAS, the Corporation has no authorized share of Series A Preferred Stock outstanding, and no authorized share of Series A Preferred Stock will be issued.
RESOLVED, that the officers of the Corporation are each hereby authorized, jointly and severally, for and on behalf of the Corporation, to execute and file a certificate setting forth this resolution (a “Certificate of Elimination”) with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Certificate of Incorporation of the Corporation all reference to the Series A Preferred Stock of the Corporation.
FIFTH: The effective time of this Certificate of Elimination shall be upon filing with the Secretary of State of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be duly executed by the undersigned duly authorized officer as of this 26th day of May, 2023.
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PANBELA THERAPEUTICS, INC.
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By:
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/s/ Jennifer K. Simpson
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Name: Jennifer K. Simpson
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Title: President and Chief Executive Officer
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Exhibit 99.1
Panbela Announces 1-for-30 Reverse Stock Split Effective June 1, 2023
MINNEAPOLIS -- Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced that it will implement the previously announced and stockholder approved 1-for-30 reverse split of its common stock. The reverse stock split will be effective as of the morning of June 1, 2023, and the company’s common stock will trade on a post-split basis at the beginning of trading on the same date under the existing trading symbol “PBLA.” The CUSIP number for the common stock following the reverse stock split will be 69833W305.
The reverse stock split is primarily intended to increase the market price per share of the company’s common stock to regain compliance with the continued listing requirements of The Nasdaq Capital Market. The company intends to continue to pursue additional actions to satisfy the exchange’s other continued listing requirements. The reverse stock split will reduce the number of shares of the company’s common stock currently outstanding to an estimated 559,560 shares. Proportionate adjustments will be made to the conversion and exercise prices of the company’s outstanding stock purchase warrants, stock options and to the number of shares issued and issuable under the company’s equity incentive plans. The number of shares authorized for issuance by the company will not decrease as a result of the reverse stock split.
Information for Stockholders
Upon the effectiveness of the reverse stock split, each 30 shares of the company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s relative interest in the company’s equity, except to the extent that the reverse stock split would have resulted in a stockholder owning a fractional share. Holders of common stock otherwise entitled to a fractional share as a result of the reverse stock split will receive a cash payment in lieu of such fractional share. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock. The company’s transfer agent, VStock Transfer, LLC, is acting as paying agent for the reverse stock split and will provide stockholders of record holding certificates representing pre-split shares of the company’s common stock as of the effective date a letter of transmittal providing instructions for the exchange of shares. Registered stockholders holding pre-split shares of the company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connection with the reverse stock split. VStock can be reached at (212) 828-8436.
About Panbela
Panbela Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing disruptive therapeutics for patients with urgent unmet medical needs. Panbela’s lead assets are Ivospemin (SBP-101) and Flynpovi. Further information can be found at www.panbela.com . Panbela’s common stock is listed on The Nasdaq Stock Market LLC under the symbol “PBLA”.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements,” including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “believe,” “can,” “design,” “expect,” “focus,” “intend,” “may,” “plan,” “positioned,” “potential,” and “will.” All statements other than statements of historical fact are statements that should be deemed forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially and adversely from the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) our ability to obtain additional funding to execute our business and clinical development plans; (ii) progress and success of our clinical development program; (iii) the impact of the current COVID-19 pandemic on our ability to conduct our clinical trials; (iv) our ability to demonstrate the safety and effectiveness of our product candidates: ivospemin (SBP-101) and eflornithine (CPP-1X); (v) our reliance on a third party for the execution of the registration trial for our product candidate Flynpovi ; (vi) our ability to obtain regulatory approvals for our product candidates, SBP-101 and CPP-1X in the United States, the European Union or other international markets; (vii) the market acceptance and level of future sales of our product candidates, SBP-101 and CPP-1X; (viii) the cost and delays in product development that may result from changes in regulatory oversight applicable to our product candidates, SBP-101 and CPP-1X; (ix) the rate of progress in establishing reimbursement arrangements with third-party payors; (x) the effect of competing technological and market developments; (xi) the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims; (xii) our ability to maintain the listing of our common stock on a national securities exchange; (xiii) administrative requirements to effect the reverse stock split; and (ix) such other factors as discussed in Part I, Item 1A under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Any forward-looking statement made by us in this press release is based on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement or reasons why actual results would differ from those anticipated in any such forward-looking statement, whether written or oral, whether as a result of new information, future developments or otherwise.
Contact Information:
Investors:
James Carbonara
Hayden IR
(646) 755-7412
james@haydenir.com
Media:
Tammy Groene
Panbela Therapeutics, Inc.
(952) 479-1196
IR@panbela.com