Panbela receives Nasdaq delisting notice; issues special voting preferred share to Chairman

Panbela Therapeutics, Inc.

Nasdaq filed Form 25 on April 25, 2024; delisting effective in 10 days; common stock to trade OTCQB under PBLA.
Company applied to list on CBOE US Equity Listings Tier II; no assurance of approval.
Issued one share of Series A Preferred to Chairman Michael Cullen for $10, with 90M votes solely on reverse stock split.
Special meeting to vote on reverse stock split postponed to May 28, 2024; new record date April 24, 2024.
Preferred stock has no conversion, dividend, or liquidation rights; redeemable for $10 at board’s discretion.

item 1.01 item 5.03 item 3.01 item 3.02 item 3.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Panbela Therapeutics, Inc.: On April 23, 2024, Panbela Therapeutics filed a Certificate of Designation creating a new series of Preferred Stock with 90,000,000 votes per share, voting exclusively on a reverse stock split proposal in proportion to common stock votes (effective 2024-04-23).

Change: charter amendment
Effective: 2024-04-23

Exact text from the filing

On April 23, 2024, the Company filed a certificate of designation (the “Certificate of Designation”) with the Secretary of State of Delaware, effective as of the time of filing, designating the rights, preferences, privileges and restrictions of the share of Preferred Stock.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.4

Panbela Therapeutics, Inc. entered into Subscription and Investment Representation Agreement with Michael T. Cullen valued at $10 (effective 2024-04-23).

Action: entry
Agreement: equity purchase
Counterparty: Michael T. Cullen
Value: $10
Effective: 2024-04-23

Exact text from the filing

On April 23, 2024, Panbela Therapeutics, Inc. (the “Company”) entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with Michael T. Cullen (the “Purchaser”), Chairman of the Company’s Board of Directors, pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Preferred Stock”), to the Purchaser for $10 cash.

View on SEC.gov

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Source: SEC EDGAR

accession 0001437749-24-013250

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