Item 1.01 Entry into a Material Definitive Agreement.
On January 26, 2023, Panbela Therapeutics, Inc., (the "Company"), entered into a
placement agency agreement (the "Placement Agency Agreement") with Roth Capital
Partners, LLC (the "Lead Placement Agent") and a securities purchase agreement
(the "Purchase Agreement") with certain purchasers for the purchase and sale, in
a registered public offering by the Company (the "Public Offering"), of (i) an
aggregate of 4,842,224 shares of its common stock, par value $0.001 per share
("Common Stock") and pre-funded warrants to purchase up to an aggregate of
1,832,776 shares of Common Stock (the "Pre-Funded Warrants") and (ii)
accompanying warrants to purchase up to an aggregate of 13,350,000 shares of its
Common Stock (the "Common Warrants") at a combined offering price of $2.25 per
share of Common Stock and associated Common Warrant, or $2.249 per Pre-Funded
Warrant and associated Common Warrant, resulting in gross proceeds of
approximately $15.0 million. The Public Offering closed on January 30, 2023.
The Common Warrants have an exercise price of $2.75 per share, are exercisable
upon issuance, and will expire five years following the date of issuance. The
exercise price is separately subject to reduction in the event of certain future
dilutive issuances of shares of Common Stock by the Company, including pursuant
to common stock equivalents and convertible or derivative securities. The
Pre-Funded Warrants do not expire and have an exercise price of $0.001 per
share. The Pre-Funded Warrants were sold to purchasers whose purchase of shares
of Common Stock in the Public Offering would otherwise result in the purchaser,
together with its affiliates and certain related parties, beneficially owning
more than 4.99% (or, at the election of the purchaser, 9.99%) of the Company's
outstanding Common Stock immediately following the consummation of the Public
Offering, in lieu of shares of Common Stock.
Each of the Placement Agency Agreement and Purchase Agreement contains
representations, warranties and covenants made by the Company that are customary
for transactions of this type. In addition, pursuant to the terms of the
Purchase Agreement, the Company and its executive officers and directors have
agreed not to, subject to limited exceptions, offer, sell, transfer or otherwise
dispose of the Company's securities for a period of 90 days following the date
of closing for the Public Offering set forth above. Each institutional investor
who is party to the Purchase Agreement also agreed to a leak-out arrangement
wherein each such investor (together with certain of its affiliates) will not
transfer on any trading day until March 31, 2023, shares of Common Stock, or
shares of Common Stock underlying Common Stock equivalents held by such investor
on, or acquired by such investor following, the date of closing for the Public
Offering set forth above, in an amount more than its pro rata portion of 25% of
the composite trading volume of the Common Stock, subject to certain exceptions.
On January 30, 2023, the Company also entered into a warrant agency agreement
(the "Warrant Agency Agreement") with the Company's transfer agent, VStock
Transfer, LLC, who will act as warrant agent for the Company, setting forth the
terms and conditions of the Common Warrants.
As compensation in connection with the Public Offering, the Company paid the
Lead Placement Agent a cash fee of 7% of the aggregate gross proceeds raised in
the Public Offering, plus reimbursement of certain expenses and legal fees.
The Common Stock, Pre-Funded Warrants and Common Warrants described above were
offered pursuant to the Registration Statement on Form S-1 (File No.
333-268854), as amended, that was declared effective by the Securities and
Exchange Commission (the "Commission") on January 25, 2023, and the Registration
Statement filed pursuant to Rule 462(b) (File No. 333-269421) with the
Commission on January 26, 2023.
The foregoing descriptions of the Placement Agency Agreement, the Purchase
Agreement, the Warrant Agency Agreement, the Pre-Funded Warrants and the Common
Warrants do not purport to be complete and are subject to, and qualified by, the
full text of such documents, copies of which are filed as Exhibits 10.1, 10.2,
4.1, 4.2 and 4.3, respectively, and incorporated by reference herein. The
Placement Agency Agreement and Purchase Agreement are attached hereto as
exhibits to provide interested persons with information regarding their terms,
but are not intended to provide any other factual information about the Company.
The representations, warranties and covenants contained in the Placement Agency
Agreement and Purchase Agreement were made only for purposes of such agreements
as of specific dates indicated therein, were solely for the benefit of the
parties thereto, and may be subject to limitations agreed upon by the parties,
including being qualified by confidential disclosures exchanged between the
parties in connection with the execution of such agreements.
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required, the information included in Item 1.01 of this Current
Report is hereby incorporated by reference into this Item 3.03.
Item 7.01 Regulation FD Disclosure.
On January 26, 2023, the Company issued a press release announcing the pricing
of the Public Offering, the text of which is furnished as Exhibit 99.1 and
incorporated by reference herein.
As previously reported, on January 3, 2023, The Nasdaq Stock Market LLC
("Nasdaq") issued a delist letter based on the Company's non-compliance with the
bid price and stockholders' equity requirements for continued listing on The
Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(2),
5810(c)(3)(A)(iii) (the low price rule) and 5550(b)(2), respectively. To regain
compliance with the stockholders' equity requirement, the Company must achieve
stockholders' equity of at least $2.5 million and must demonstrate its ability
to sustain compliance with that requirement. In order to demonstrate compliance
with the $1.00 bid price requirement, the Company must demonstrate compliance
for a minimum of ten consecutive business days (Nasdaq has the discretion to
monitor for bid price compliance as long as 20 consecutive business days). As of
the date of this filing, the Company has evidenced compliance with the $1.00 per
share price requirement for eleven consecutive business days.
As described in Item 1.01 above, the Company closed the Public Offering on
January 30, 2023, resulting in estimated net cash proceeds of approximately
$13.7 million after accounting for estimated expenses incurred in connection
with the Public Offering. As a result of the proceeds from the Public Offering,
the Company believes it is now in compliance with Listing Rule 5550(b)(2)
because it has stockholders' equity in excess of $2.5 million as of the date of
this filing. The Company intends to notify Nasdaq of its compliance status so
that Nasdaq can make a determination as to whether the Company has regained
compliance with all applicable requirements for continued listing on The Nasdaq
Capital Market.
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The information contained in this Item 7.01, including Exhibit 99.1, shall not
be deemed to be "filed" with the Commission for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 8.01 Other Events.
Following completion of the Public Offering on January 30, 2023, the Company had
a total of 6,332,698 shares of its Common Stock issued and outstanding.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
4.1 Warrant Agency Agreement dated as of January 30, 2023 by and between
Panbela Therapeutics, Inc. and VStock Transfer, LLC
4.2 Form of Pre-Funded Common Stock Purchase Warrant
4.3 Form of Common Stock Purchase Warrant
10.1 Placement Agency Agreement dated as of January 26, 2023 by and between
Panbela Therapeutics, Inc. and Roth Capital Partners, LLC
10.2 Form of Securities Purchase Agreement by and between Panbela
Therapeutics, Inc. and the purchasers named therein
99.1 Company Press Release dated January 26, 2023
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded in
the Inline XBRL document).
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