---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-040268"
form_type: "8-K"
ticker: null
cik: "0001792581"
company_name: "Kiromic Biopharma, Inc."
filed_at: "2023-03-31T23:59:59+00:00"
generated_at: "2026-06-17T08:13:18.407067+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Kiromic BioPharma exchanges $8M notes for Series C preferred, issues $2M new note at 25% interest

## Summary
- Exchanged $8M of 25% Senior Secured Convertible Notes for 8,000 shares of Series C Convertible Voting Preferred Stock.
- Issued a new $2M 25% Senior Secured Convertible Promissory Note due March 28, 2024, convertible at $6.50/share.
- Series C Preferred carries 25% annual dividend, liquidation preference, and voting rights on as-converted basis.
- Exchange exempt from registration under Section 3(a)(9); new note issued under Section 4(a)(2) of Securities Act.
- Filed Certificate of Designation for Series C Preferred with Delaware Secretary of State on March 30, 2023.

## SEC filing metadata
- accession: 0001104659-23-040268
- form_type: 8-K
- cik: 0001792581
- company_name: Kiromic Biopharma, Inc.
- filed_at: 2023-03-31T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1792581/000110465923040268/0001104659-23-040268-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1792581/000110465923040268/tm2311199d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-040268
- JSON: https://secwatch.observer/filing/0001104659-23-040268.json
- Plain text: https://secwatch.observer/filing/0001104659-23-040268.txt

## Key facts
- Debt Financings
  Kiromic Biopharma, Inc. incurred convertible notes of $2,000,000 with the Holder at 25% per annum maturing March 28, 2024.
  - Instrument: convertible notes
  - Principal: $2,000,000
  - Counterparty: the Holder
  - Rate: 25% per annum
  - Maturity: March 28, 2024
  - Event: incurrence
  source text: on March 28, 2023, the Company pursuant to the previously disclosed note purchase agreement dated January 20, 2023 (the “Agreement”) issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Holder. The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the “Stated Rate”) and matures on March 28, 2024 (the “Maturity Date”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1792581/000110465923040268/0001104659-23-040268-index.htm
- Material Agreements
  Kiromic Biopharma, Inc. entered into Note with the Holder valued at $2,000,000 (effective 2023-03-28).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: the Holder
  - Value: $2,000,000
  - Effective: 2023-03-28
  source text: on March 28, 2023, the Company pursuant to the previously disclosed note purchase agreement dated January 20, 2023 (the “Agreement”) issued a 25% Senior Secured Convertible Promissory Note (the “Note”) to the Holder.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1792581/000110465923040268/0001104659-23-040268-index.htm
- Material Agreements
  Kiromic Biopharma, Inc. entered into Exchange Agreement with the Holder valued at $8 million (effective 2023-03-28).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: the Holder
  - Value: $8 million
  - Effective: 2023-03-28
  source text: On March 28, 2023, Kiromic BioPharma, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with the holder of promissory notes of the Company (the “Holder”) pursuant to which the Holder agreed to exchange aggregate principal amount of $8 million of the Company’s 25% Senior Secured Convertible Promissory Notes (the “Exchange Notes”) for 8,000 shares of Series C Convertible Voting Preferred Stock
  evidence_url: https://www.sec.gov/Archives/edgar/data/1792581/000110465923040268/0001104659-23-040268-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.