This Quarterly Report and other publicly available documents, including any
documents incorporated herein and therein by reference, contain, and our
officers and representatives may from time to time make, "forward-looking
statements," including within the meaning of the safe harbor provisions of the
U.S. Private Securities Litigation Reform Act of 1995. When used in the
following discussion, the words "anticipates," "intends," "believes," "expects,"
"plans,"" seeks," "estimates," "likely," "may," "would," "will," and similar
expressions, as they relate to us or our management, are intended to identify
such forward-looking statements. Examples of forward-looking statements include,
among others, statements we make regarding (i) our plans to initiate a
randomized clinical trial; and (ii) our estimates of additional funds that may
be required to complete our development plan and obtain necessary approvals.



Forward-looking statements are neither historical facts nor assurances of future
performance. Instead, they are based only on our current beliefs, expectations
and assumptions regarding the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy and other
future conditions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our control. Our
actual results and financial condition may differ materially and adversely from
the forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause our actual
results and financial condition to differ materially from those indicated in the
forward-looking statements include, among others, the following: (i) our ability
to obtain additional funding to execute our business and clinical development
plans; (ii) progress and success of our clinical development program; (iii) the
impact of the current COVID-19 pandemic on our ability to conduct our clinical
trials; (iv) our ability to demonstrate the safety and effectiveness of our
product candidates: ivospemin (SBP-101) and eflornithine (CPP-1X) (v) our
reliance on a third party for the execution of the registration trial for our
product candidate Flynpovi; (vi) our ability to obtain regulatory approvals for
our product candidates, ivospemin (SBP-101) and eflornithine (CPP-1X) in the
United States, the European Union or other international markets; (vii) the
market acceptance and level of future sales of our product candidates, ivospemin
(SBP-101) and eflornithine (CPP-1X); (viii) the cost and delays in product
development that may result from changes in regulatory oversight applicable to
our product candidates, ivospemin (SBP-101) and eflornithine (CPP-1X); (ix) the
rate of progress in establishing reimbursement arrangements with third-party
payors; (x) the effect of competing technological and market developments; (xi)
the costs involved in filing and prosecuting patent applications and enforcing
or defending patent claims; and (xii) such other factors as discussed in Part I,
Item 1A under the caption "Risk Factors" in our most recent Annual Report on
Form 10-K, any additional risks presented in our Quarterly Reports on Form 10-Q
and our Current Reports on Form 8-K.



Any forward-looking statement made by us in this Quarterly Report is based on
information currently available to us and speaks only as of the date on which it
is made. We undertake no obligation to publicly update any forward-looking
statement or reasons why actual results would differ from those anticipated in
any such forward-looking statement, whether written or oral, whether as a result
of new information, future developments or otherwise.



Overview



Panbela Therapeutics, Inc. ("Panbela" and together with its direct and indirect
subsidiaries, "we," "us," "our," and the "Company") is a clinical stage
biopharmaceutical company developing disruptive therapeutics for the treatment
of patients with urgent unmet medical needs.



On June 15, 2022, Panbela completed the previously announced strategic business
reorganization and acquisition of Cancer Prevention Pharmaceuticals, Inc.
("CPP") pursuant to the agreement and plan of merger, dated as of February 21,
2022 (the "Merger Agreement"), by and among Panbela, CPP and Panbela Research,
Inc. (formerly known as Panbela Therapeutics, Inc., "Panbela Research"), among
others. Pursuant to the terms of the Merger Agreement, (i) Canary Merger
Subsidiary I, Inc. ("Merger Sub I"), then a wholly-owned subsidiary of Panbela,
which was itself a wholly-owned subsidiary of Panbela Research, merged with and
into Panbela Research (the "First Merger"), with Panbela Research surviving the
First Merger, and (ii) Canary Merger Subsidiary II, Inc., then a wholly-owned
subsidiary of Panbela, merged with and into CPP (the "Second Merger" and,
together with the First Merger, the "Mergers"), with CPP surviving the Second
Merger. As a result of the Mergers, each of Panbela Research and CPP became a
wholly-owned subsidiary of Panbela. In addition, in connection with the
consummation of the Mergers, "Panbela Therapeutics, Inc." was renamed "Panbela
Research, Inc." and "Canary Merger Holdings, Inc." was renamed "Panbela
Therapeutics, Inc."



                                       16

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Our lead candidates are ivospemin (SBP-101) for which we have exclusively
licensed the worldwide rights from the University of Florida Research
Foundation, Inc. and Flynpovi (eflornithine (CPP-1X) and Sulindac). Flynpovi is
delivered in an oral form. The Company has an exclusive license to commercialize
Flynpovi from the Arizona Board of Regents of the University of Arizona.



Ivospemin (SBP-101)



In 2015, the U.S. Food and Drug Administration ("FDA") accepted our
Investigational New Drug ("IND") application for our ivospemin (SBP-101) product
candidate. In May of 2022 we were notified that the United States Adopted Names
Council (USAN) had adopted ivospemin as a USAN for SBP-101. After August 1,
2022, the USAN information on ivospemin will be scheduled for posting on the
USAN Web site (www.ama-assn.org/go/usan).



We have completed an initial clinical trial of ivospemin (SBP-101) in patients
with previously treated locally advanced or metastatic pancreatic cancer. This
was a Phase I, first-in-human, dose-escalation, safety study. From January 2016
through September 2017, we enrolled twenty-nine patients into six cohorts, or
groups, in the dose-escalation phase of the Phase I trial. No drug-related bone
marrow toxicity or peripheral neuropathy was observed at any dose level. In
addition to being evaluated for safety, 23 of the 29 patients were evaluable for
preliminary signals of efficacy prior to or at the eight-week conclusion of
their first cycle of treatment using the Response Evaluation Criteria in Solid
Tumors ("RECIST"), the currently accepted standard for evaluating change in the
size of tumors.



In 2018, we began enrolling patients in our second clinical trial, a Phase Ia/Ib
study of the safety, efficacy and pharmacokinetics of ivospemin (SBP-101)
administered in combination with two standard-of-care chemotherapy agents,
gemcitabine and nab-paclitaxel. A total of 25 subjects were enrolled in four
cohorts to evaluate the dosage level and schedule. An additional 25 subjects
were enrolled in the expansion phase of the trial. Interim results were
presented in January of 2022. Best response in evaluable subjects (cohorts 4 and
Ib N=29) was a CR in 1 (3%), PR in 13 (45%), SD in 10 (34%) and PD in 5 (17%).
One subject did not have post baseline scans with RECIST tumor assessments.
Median Progression Free Survival ("PFS"), now final at 6.5 months may have been
negatively impacted by drug dosing interruptions to evaluate potential toxicity.
Median overall survival in Cohort 4 + Phase Ib was 12.0 months when data was
presented in January 2022 and is now final at 14.6 months. Two patients from
cohort 2 have demonstrated long term survival. One at 30.3 months (final data)
and one at 33.0 months and still alive. Seven subjects are still alive at this
time, one from cohort 2 and six from cohort 4 plus Ib.



In January of 2022, the Company announced the initiation of a new clinical
trial. Referred to as ASPIRE, the trial is a randomized double-blind
placebo-controlled trial in combination with gemcitabine and nab-paclitaxel, a
standard pancreatic cancer treatment regimen in patients previously untreated
for metastatic pancreatic cancer. The trial will be conducted globally at
approximately 95 sites in the United States, Europe and Asia - Pacific. The
company announced the first patient enrolled in the trial in Australia in August
of 2022.



While opening of clinical sites in the US and the rest of the world has been
slower than originally anticipated, due in part to resource fatigue in the
medical community, the Company expects all countries and sites to be open by
early 2023.



The trial was originally designed as a phase II/III with a smaller sample size
(150) to support the events required for interim analysis based on PFS and a
primary endpoint of overall survival. In response to European and FDA regulatory
feedback, the study was amended to include the total trial sample size (600) and
the design modified to utilize overall survival as the primary endpoint to be
examined at interim analysis. PFS will also be analyzed to provide additional
efficacy evidence. This amendment was supported by the final data from the phase
Ia/b first line metastatic pancreatic trial which completed enrollment in
December of 2020. The study will enroll 600 subjects and is anticipated to take
36 months for complete enrollment with the interim analysis available in early
2024.



In early April 2022, the Company announced a poster presentation highlighting
the results for ivospemin (SBP-101) as a polyamine metabolism modulator in
ovarian cancer at the American Association for Cancer Research Annual Conference
The poster concludes that the ivospemin (SBP-101) treatment of C57Bl/6 mice
injected with VDID8+ ovarian cancer cells significantly prolonged survival and
decreased overall tumor burden. The results suggest that ivospemin (SBP-101) may
have a role in the clinical management of ovarian cancer, and the Company
intends to continue pre-clinical and clinical studies in ovarian cancer.



Additional clinical trials may be required for FDA or other country approvals.
The cost and timing of additional clinical trials are highly dependent on the
nature and size of the trials.



                                       17
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Flynpovi (eflornithine (CPP-1X) and sulindac)

In 2009, the FDA accepted our IND application for the combination product, Flynpovi, product candidate.





In a phase III study, the efficacy and safety of the combination of Flynpovi, as
compared with either drug eflornithine (CPP-IX) or sulindac alone, in adults
with familial adenomatous polyposis ("FAP") was conducted. A total of 171
patients underwent randomization. Disease progression occurred in 18 of 56
patients (32%) in the Flynpovi, 22 of 58 (38%) in the sulindac group, and 23 of
57 (40%) in the eflornithine (CPP-1X) group, with a hazard ratio of 0.71 (95%
confidence interval [CI], 0.39 to 1.32) for Flynpovi as compared with sulindac
(P = 0.29) and 0.66 (95% CI, 0.36 to 1.23) for Flynpovi as compared with
eflornithine (CPP-1X). In a post-hoc analysis, none of the patients in the
combination arm progressed to a need for lower gastrointestinal ("LGI") surgery
for up to 48 months compared with 7 (13.2%) and 8 (15.7%) patients in the
sulindac and eflornithine (CPP-1X) arms. These data corresponded to risk
reductions for the need for LGI surgery approaching 100% between combination and
either monotherapy with HR = 0.00 (95% CI, 0.00-0.48; p = 0.005) for combination
versus sulindac and HR = 0.00 (95% CI, 0.00-0.44; p = 0.003) for combination
versus eflornithine. Given the statistical significance of the LGI group, a new
drug application ("NDA") was filed with the FDA. As the study failed to meet the
primary endpoint, and the NDA was based on the results of an exploratory
analysis, a complete response letter was issued. To address this deficiency
concern, the Company must submit the results of one or more adequate and
well-controlled clinical trials which demonstrate an effect on a clinical
endpoint.



In July 2021, CPP entered into a license agreement with One-Two Therapeutics
Assets Limited ("One-Two"). Under the license agreement, One-Two has licensed
the North American development and commercialization rights for Flynpovi, as
described in the Company's IND application. The Company transferred the IND for
the product to the licensing partner as of the date of the agreement. The
agreement provided upfront payments which was recognized by CPP in the year
ended December 31, 2021. The agreement also calls for CPP to receive a milestone
payment upon regulatory approval of Flynpovi by the FDA and royalties on net
sales of Flynpovi in the licensed territories. Payment of the milestone payment
and net sales royalties shall be reduced on a dollar-for-dollar basis by amounts
funded by One-Two for One-Two's direct costs associated with any development
activities necessary to secure FDA approval.



We also have an ongoing double-blind placebo-controlled trial of Flynpovi to
prevent recurrence of high risk adenomas and second primary colorectal cancers
in patients with stage 0-III colon or rectal cancer, Phase III - Preventing
Adenomas of the Colon With Eflornithine and Sulindac ("PACES"). The purpose of
this study is to assess whether the combination of eflornithine (CPP-1X) and
sulindac (compared to corresponding placebos) has efficacy against colorectal
lesions with respect to high-grade dysplasia, adenomas with villous features,
adenomas one cm or greater, multiple adenomas, any adenomas >/= 0.3 cm, total
advanced colorectal events, or total colorectal events. The PACES trial is
funded by the National Cancer Institute ("NCI") in collaboration with the
Southwest Oncology Group ("SWOG").



Eflornithine (CPP-1X)/eflornithine sachets (CPP-1X-S)

In 2009 and 2018, the FDA accepted our IND applications for eflornithine (CPP-1X).





There are trials evaluating eflornithine sachets (CPP-1X-S) in relapsed
refractory neuroblastoma supported by the Children's Oncology Group ("COG") /NCI
(ongoing) and STK11 mutation patients with non-small cell lung cancer scheduled
to begin this year. For eflornithine tablets (CPP-1X), a phase II trial in Type
I onset diabetes is scheduled to begin this year in collaboration with Indiana
University.



Financial Overview



On June 15, 2022, Panbela acquired CPP, a private clinical stage company
developing therapeutics to reduce the risk and recurrence of cancer and rare
diseases, via merger for consideration consisting of (a) 6,587,576 shares of
common stock, (b) 731,957 shares of common stock that remained subject to a
holdback escrow (as defined in the Merger Agreement), (c) replacement options to
purchase up to 1,596,754 shares of common stock at a weighted average purchase
price of $0.35 per share, and (d) replacement warrants to purchase up to 338,060
shares of common stock at a weighted average purchase price of $4.10 per share,
and post-closing contingent payments up to a maximum of $60 million, subject to
satisfaction of certain milestones.



The Mergers, which resulted in Panbela Research and CPP becoming wholly owned
subsidiaries of Panbela is being accounted for as an asset acquisition.
Substantially all of the purchase consideration was used to acquire the single
asset, in process research and development ("IPR&D"). At acquisition, IPR&D was
valued at approximately 17.1 million. Immediately after the Mergers, an
additional $0.6 million of acquisition related expenditures were added to IPR&D
and then the full amount of approximately $17.7 million was written off to
current period research and development costs.



                                       18
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We have incurred losses of $82.0 million since 2011. For the six months ended
June 30, 2022, we incurred a net loss of $25.8 million. Included in the net loss
for the first half of the year was the non-cash write off of approximately $17.7
million from IPR&D acquired as a result of the Mergers. We also incurred
negative cash flows from operating activities of approximately $8.7 million for
six months ended June 30, 2022. We expect to continue to incur substantial
losses, which will generate negative net cash flows from operating activities,
as we continue to pursue research and development activities and commercialize.



Our cash was approximately $2.5 million and $11.9 million as of June 30, 2022
and December 31, 2021, respectively. A decrease of $9.4 million in cash for the
six months ended June 30, 2022 was due to negative cash flow from operations
which included $2.6 million to fund long term deposits held by the CRO leading
our randomized trial. Ivospemin trial. The cash requirements for CPP operations
for the balance of 2022 is not considered to be material. This cash balance is
expected, with significant reductions made in our payments to vendors, to last
until early in our fourth quarter.



We will need to raise additional capital to continue our operations and execute
our business plan past the fourth quarter of 2022, including completing required
future trials and pursuing regulatory approvals in the United States, the
European Union and other international markets. We historically have financed
our operations principally from the sale of equity securities and debt. While we
have been successful in the past in obtaining the necessary capital to support
our operations and we are likely to seek additional financing through similar
means, there is no assurance that we will be able to obtain additional financing
under commercially reasonable terms and conditions, or at all. This risk would
increase if our clinical data were not positive or if economic or market
conditions deteriorate.



If we are unable to obtain additional financing when needed, we would need to
scale back our operations, taking actions which may include, among other things,
reducing use of outside professional service providers, reducing staff or staff
compensation, significantly modifying or delaying the development of our product
candidates, licensing to third parties the rights to commercialize our product
candidates for pancreatic cancer or other applications that we would otherwise
seek to pursue, or ceasing operations.



The Company has not experienced any significant disruptions to our operations as
a result of the COVID-19 pandemic. Recruitment and enrollment in our Phase Ia/Ib
trial was paused for a brief time in April and May of 2020. Drug product was
delayed in early 2022, but we had adequate supply to initiate our randomized
clinical trial and experienced no product related disruptions to our clinical
trials. While the Company believes that the slower than expected initiation of
clinical sites in our current randomized trial may be the result of fatigue in
the medical community, plans have been made to still complete the trial within
our planned timeline. The Company was not required to change management
practices as it was decentralized prior to the COVID-19 pandemic.



Results of Operations


Comparison of the results of operations (in thousands):





                                 Three Months Ended June 30,                          Six Months Ended June 30,
                                                                      Percent                                           Percent
                                  2022                 2021           Change            2022               2021          Change
Operating Expenses
General and administrative   $         1,258       $       1,241           1.4 %   $        3,053       $    2,391           27.7 %
Research and development              20,028                 985        1933.3 %           22,236            2,084          967.0 %
Total operating expenses              21,286               2,226         856.2 %           25,289            4,475          465.1 %

Other expense, net                      (862 )              (152 )       467.1 %             (554 )           (276 )        100.7 %
Income tax benefit                        18                 192         -90.6 %               47              308          -84.7 %

Net Loss                     $       (22,130 )     $      (2,186 )       912.4 %   $      (25,796 )     $   (4,443 )        480.6 %




Research and development ("R&D") and general and administrative ("G&A") expenses
include non-cash share-based compensation expense resulting from our issuance of
stock options. We expense the fair value of equity awards over their vesting
periods. The terms and vesting schedules for share-based awards vary by type of
grant and the employment status of the grantee. The awards granted through June
30, 2022 vest upon performance or time-based conditions. We expect to record
additional non-cash share-based compensation expense in the future, which may be
significant.



                                       19

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The following table summarizes the stock-based compensation expense in our statements of comprehensive loss:





                                     Six Months Ended June 30,
                                     2022                 2021
General and administrative       $        507         $        514
Research and development                  120                  102

Total Stock based compensation $ 627 $ 616

Three months ended June 30, 2022 and June 30, 2021

General and administrative expense





Our G&A expenses increased 1.4% to $1.3 million in the second quarter of 2022,
up from $1.2 million in the second quarter of 2021. The increase is primarily
associated with legal and other costs associated with the Company's acquisition
of CPP.


Research and development expense





Our R&D expenses increased to $20.0 million in the second quarter of 2022, up
from $1.0 million in the second quarter of 2021. Approximately $17.7 million of
the increase resulted from the write off of IPR&D. The balance of the increase
is due primarily to increased clinical trial costs related to our new ivospemin
(SBP-101) randomized trial in the second quarter of 2022.



Other expense, net



Other expense, net, was approximately $0.9 million for the three months ended
June 30, 2022 and approximately $0.2 million for the three months ended June 30,
2021. The net expense in both periods is composed primarily of a foreign
currency exchange loss on the intercompany receivable balance.



Income tax benefit



Income tax benefit decreased to $18,000 for the three months ended June 30, 2022
down from $192,000 for the three months ended June 30, 2021. Our income tax
benefit is derived primarily from refundable tax credits associated with our R&D
activities conducted in Australia, these activities are down significantly as we
wrap up the Phase Ia/Ib trial.



Six months ended June 30, 2022 and June 30, 2021

General and administrative expense





Our G&A expenses increased 27.7% to $3.0 million in the first half of 2022, up
from $2.4 million in the first half of 2021. The increase is primarily
associated with legal and other costs associated with the Company's acquisition
or CPP.



                                       20

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Research and development expense





Our R&D expenses increased 967.0% to $22.2 million in the first half of 2022, up
from $1.1 million in the first half of 2021. After considering the write off of
approximately $17.7million of IPR&D, the remaining increase is due primarily to
increased clinical trial costs related to our new ivospemin (SBP-101) randomized
trial in the first half of 2022.



Other expense, net



Other expense, net, was approximately $0.6 million and $0.3 million for the six
months ended June 30, 2022 and June 30, 2021, respectively. The net expense in
both periods is composed primarily of a foreign currency exchange loss on the
intercompany receivable balance.



Income tax benefit



Income tax benefit decreased to $47,000 for the six months ended June 30, 2022
down from $308,000 for the six months ended June 30, 2021. The decrease is due
to Australian R&D spending being down significantly as we wrap up the Phase
Ia/Ib trial.



Liquidity and Capital Resources





The following table summarizes our liquidity and capital resources as of June
30, 2022 and December 31, 2021 and our cash flow data for the six months ended
June 30, 2022 and 2021. It is intended to supplement the more detailed
discussion that follows (in thousands):



Liquidity and Capital Resources


                                   June 30, 2022       December 31, 2021
Cash                              $         2,530     $            11,867
Working capital                   $        (2,745 )   $             9,619




                                              Six Months Ended June 30,
                                              2022                2021
Cash Provided by (Used in):
Operating Activities                      $      (8,680 )     $      (3,658 )
Investing Activities                               (655 )                 -
Financing Activities                                  -               1,042
Effect of exchange rate changes on cash              (2 )                (1 )
Net (decrease) in cash                    $      (9,337 )     $      (2,617 )




Working Capital



Our total cash and cash equivalents were $2.5 million and $11.9 million as of
June 30, 2022 and December 31, 2021, respectively. We had $6.2 million in
current liabilities and negative working capital of $2.7 million as of June 30,
2022, compared to $2.7 million in current liabilities and working capital of
$9.6 million as of December 31, 2021. Working capital is defined as current
assets less current liabilities.



                                       21
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Cash Flows


Net Cash Used in Operating Activities





Net cash used in operating activities was approximately $8.7 million in the six
months ended June 30, 2022 compared to approximately $3.7 million in the six
months ended June 30, 2021. The net cash used in each of these periods primarily
reflects the net loss for these periods and is partially offset by the effects
of changes in operating assets and liabilities. For the six months ended June
30, 2022, cash used in operating activities also included $2.6 million to fund
long term deposits held by the CRO leading our randomized trial.



Net Cash Used in Investing Activities

No cash was used in Investing activities for the six months ended June 30, 2022 represents expenditures for closing the acquisition of the CPP IPR&D asset.

Net Cash Provided by Financing Activities





Net cash provided by financing activities for the six months ended June 30, 2022
was approximately $1.0 million. The cash provided for this period represents the
proceeds from the exercise of warrants during the first half.



Capital Requirements



As we continue to pursue our operations and execute our business plan, including
expansion of our randomized clinical trial for our product candidate, ivospemin
(SBP-101), in pancreatic cancer, planning for required future trials and
pursuing regulatory approvals in the United States, the European Union and other
international markets, we expect to continue to incur substantial and increasing
losses, which will continue to generate negative net cash flows from operating
activities.


Our future capital uses and requirements depend on numerous current and future factors. These factors include, but are not limited to, the following:

? the progress of clinical trials required to support our applications for

regulatory approvals, including a randomized Phase II/III trial initiated in


    January of 2022;




  ? the impact of the current COVID-19 pandemic on our ability to initiate

enrollment in a future clinical trial and to monitor our current clinical


    trial;



? the cost to implement development efforts for ivospemin (SBP-101) in ovarian


    cancer;




  ? the cost to expand development efforts for eflornithine (CPP-1X) and

eflornithine sachets (CPP-1X-S) acquired as the result of the acquisition of


    CPP;




  ? our ability to demonstrate the safety and effectiveness of our product
    candidates;



? our ability to obtain regulatory approval of our product candidates in the

United States, the European Union or other international markets;



? the cost and delays in product development that may result from changes in


    regulatory oversight applicable to our product candidates;



? the market acceptance and level of future sales of our product candidates;






  ? the rate of progress in establishing reimbursement arrangements with
    third-party payors;




  ? the effect of competing technological and market developments; and



? the costs involved in filing and prosecuting patent applications and enforcing


    or defending patent claims.




To date, we have used primarily equity financings and convertible debt to fund
our ongoing business operations and short-term liquidity needs, and we expect to
continue this practice for the foreseeable future. As of June 30, 2022, we did
not have any existing credit facilities under which we could borrow funds.



                                       22
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We will need to obtain additional funds to continue our operations and execute
our business plans including completion of required future trials and pursuing
regulatory approvals in the United States, the European Union and other
international markets. While we have been successful in the past in obtaining
the necessary capital to support our operations, and have similar future plans
to obtain additional financing, there is no assurance that we will be able to
obtain additional financing under commercially reasonable terms and conditions,
or at all. This risk would increase if our clinical data were inconclusive or
not positive or economic conditions worsened in the market as a whole or in the
pharmaceutical or biotechnology markets individually.



If we are unable to obtain additional financing when needed, we will likely need
to reduce our operations by taking actions which may include, among other
things, reducing use of outside professional service providers, reducing staff
size or staff compensation, significantly modifying or delaying the development
of, licensing rights to third parties, including the right to commercialize for
patients with pancreatic cancer, or other applications that we would otherwise
seek to pursue, or discontinuing operations entirely.



To the extent that we raise additional capital through the sale of equity or
convertible debt securities, the interests of our current stockholders could be
diluted, and the terms may include liquidation or other preferences that
adversely affect the rights of our current stockholders. If we issue preferred
stock, it could affect the rights of our stockholders or reduce the value of our
common stock. Specific rights granted to future holders of preferred stock may
include voting rights, preferences as to dividends and liquidation, conversion
and redemption rights, sinking fund provisions, and restrictions on our ability
to merge with or sell our assets to a third party. Debt financing, if available,
may involve agreements that include covenants limiting or restricting our
ability to take specific actions, such as incurring additional debt, making
capital expenditures or declaring dividends. Any of these events could adversely
affect our ability to achieve our regulatory approvals and commercialization
goals and harm our business.



Our future success is dependent upon our ability to obtain additional financing,
the success of our ASPIRE global randomized clinical trial for ivospemin
(SBP-101), our ability to obtain marketing approval for SBP-101), eflornithine
(CPP-1X) and eflornithine sachets (CPP-1X-S) in the United States, the European
Union and other international markets and Flynpovi outside of North America. If
we are unable to obtain additional financing when needed, if our ASPIRE clinical
trial or additional clinical trials are not successful, if we do not receive
regulatory approval or if once these studies are concluded, we do not receive
marketing approval for, we would not be able to continue as a going concern and
would be forced to cease operations. The interim financial statements included
in this report have been prepared assuming that we will continue as a going
concern and do not include any adjustments relating to the recoverability or
classification of assets or the amounts of liabilities that might result from
the outcome of these uncertainties.



Indebtedness



CPP issued to Sucampo GmbH ("Lender") an Amended and Restated Promissory Note
(the "Note") on June 15, 2022 for the principal sum of $6,193,836 (the
"Principal"). The note bears simple interest on any outstanding Principal at a
rate of 5% per annum. All unpaid Principal, together with any then unpaid and
accrued interest is payable as follows: (i) $1.0 million, plus all interest
accrued but unpaid on or before each of January 31,2023, January 31, 2024,
January 31, 2025 and January 31, 2026; (ii) all remaining Principal plus accrued
but unpaid interest on or before January 31, 2027. If CPP or its parent,
Panbela, receives cash proceeds from any issuance or offering of debt or equity
before January 31, 2023, then CPP shall be required to make a concurrent
mandatory prepayment of this note from such cash proceeds in an amount equal to
the lesser of (i) $1.0 million plus all interest accrued but unpaid on this note
through the date of payment; and (ii) ten percent of such cash proceeds. The
amount payable by CPP on January 31, 2023 will be reduced on a dollar-for-dollar
basis by the amount of such prepayment.



Also effective on June 15, 2022, Panbela provided a Guarantee of payment in favor of the Lender for the full amount of the Note issued to the Lender.





As of June 30, 2022, CPP has an outstanding and amended promissory note with a
former development partner, Tillotts Pharma AG ("Tillotts"). The principal
amount on the note is $650,000. Interest accrues at a simple interest rate of 5%
per year. The note and accrued but unpaid interest is due on December 31, 2022.



Critical Accounting Policies and Estimates





Our significant accounting policies and estimates are set forth in the notes
accompanying the condensed consolidated financial statements included in this
document. The accounting policies and estimates used in preparing our interim
fiscal 2022 condensed consolidated financial statements are the same as those
described in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021.



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