UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--12-31
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
June 28, 2024 |
| Date of Report (Date of Earliest Event Reported) |
Panbela Therapeutics, Inc. |
| (Exact Name of Registrant as Specified in its Charter) |
Delaware | | 001-39468 | | 88-2805017 |
| (State of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
712 Vista Blvd #305 Waconia, Minnesota | | 55387 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(952) 479-1196 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
| (Former Name or Former Address, if Changed Since Last Report.) |
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: None.
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Elimination
As previously reported, Panbela Therapeutics, Inc. (the “Company”) held a special meeting of stockholders on May 28, 2024 at which, among other matters, stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock, par value $0.001 per share, at a reverse stock split ratio ranging from any whole number between 1-for-10 and 1-for-45, subject to and as determined by the Board of Directors. Upon the approval by stockholders of the reverse stock split proposal at the special meeting, the sole outstanding share of the Company’s Series A Preferred Stock, par value $0.01 per share, was automatically redeemed. On June 28, 2024, 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 Secretary of State on April 23, 2024. 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 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | | Description |
| 3.1 | | |
| 104 | | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the inline XBRL document). |
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.
| | Panbela Therapeutics, Inc. | |
| Date: July 3, 2024 | By: | /s/ Susan Horvath | |
| | | Susan Horvath | |
| | | Chief Financial Officer | |
