Kiromic exchanges $8M in 25% convertible notes for Series D preferred stock

Kiromic Biopharma, Inc.

Exchanged $8M aggregate principal of 25% Senior Secured Convertible Promissory Notes for 8,000 shares of Series D Convertible Voting Preferred Stock.
Series D preferred carries 25% annual compounded dividend, conversion price $2.50/share, and liquidation preference senior to common.
Exchange made under Section 3(a)(9) with no additional cash; note holder released all claims related to old notes.
Preferred stock has voting rights on as-converted basis; Company may redeem at any time for liquidation preference.
Holding period for Rule 144 resale tacks back to original note issuance date.

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 0.9

Kiromic Biopharma, Inc.: Filed Certificate of Designation designating 8,000 shares of authorized and unissued preferred stock as Series D Convertible Voting Preferred Stock, with rights, preferences, and limitations as summarized (effective 2024-04-01).

Change: charter amendment
Effective: 2024-04-01

Exact text from the filing

Pursuant to the Exchange Agreement, on April 1, 2024, the Company filed the Certificate of Designation with the Delaware Secretary of State designating 8,000 shares of its authorized and unissued preferred stock as Series D Convertible Voting Preferred Stock.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Kiromic Biopharma, Inc. entered into Exchange Agreement with the holder of promissory notes of the Company (the “Holder”) valued at $8 million (effective 2024-03-28).

Action: entry
Counterparty: the holder of promissory notes of the Company (the “Holder”)
Value: $8 million
Effective: 2024-03-28

Exact text from the filing

On March 28, 2024, 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 D Convertible Voting Preferred Stock (the “Series D Preferred Stock”).

View on SEC.gov

235 governance changes filed in the last 30 days. Browse all governance changes →

Source: SEC EDGAR

accession 0001558370-24-004614

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.