---
schema_version: "secwatch.filing_event.v1"
accession: "0001558370-24-004614"
form_type: "8-K"
ticker: null
cik: "0001792581"
company_name: "Kiromic Biopharma, Inc."
filed_at: "2024-04-02T23:59:59+00:00"
generated_at: "2026-06-04T03:43:35.812416+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001558370-24-004614
- form_type: 8-K
- cik: 0001792581
- company_name: Kiromic Biopharma, Inc.
- filed_at: 2024-04-02T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 3.02, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1792581/000155837024004614/0001558370-24-004614-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1792581/000155837024004614/krbp-20240328x8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001558370-24-004614
- JSON: https://secwatch.observer/filing/0001558370-24-004614.json
- Plain text: https://secwatch.observer/filing/0001558370-24-004614.txt

## Key facts
- Governance Changes
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1792581/000155837024004614/0001558370-24-004614-index.htm
- Material Agreements
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1792581/000155837024004614/0001558370-24-004614-index.htm

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