Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

September 23, 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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On September 23, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Panbela Therapeutics, Inc. (the “Company”) approved retention arrangements for the Company’s employees, including our Chief Executive Officer and President, Jennifer K. Simpson, and our Vice President of Finance and Chief Financial Officer, Susan Horvath. Under the arrangements, each participant is eligible to receive a cash retention bonus so long as they remain employed through the earlier of: (a) the date the Company’s ASPIRE trial completes interim analysis, (b) the date the Company terminates their employment without cause, (c) December 31, 2025, and (d) the date a change in control is completed with respect to the Company. Dr. Simpson and Ms. Horvath are each eligible to receive a cash retention bonus of $54,281 and $34,299, respectively. For each retention arrangement, “change in control” has the meaning set forth in the Company’s 2016 Omnibus Incentive Plan, as amended and restated.

In addition, Ms. Simpson is eligible to receive a cash retention bonus of $227,085 so long as she remains employed through the earlier of: (a) the date the Company achieves an unrestricted cash balance in excess of $10,000,000, (b) the date the Company terminates their employment without cause, (c) December 31, 2025, and (d) the date a change in control is completed with respect to the Company.

The foregoing summaries of the terms and conditions of the retention arrangements is qualified by reference to the form of letter agreement between the Company and each of Dr. Simpson and Ms. Horvath, the text of which is filed as Exhibits 10.1 and 10.2, respectively, to this current report and incorporated by reference as if fully set forth herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1		Retention Agreement with Jennifer K. Simpson dated September 23, 2024
10.2		Retention Agreement with Susan Horvath dated September 23, 2024
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: September 27, 2024	By:	/s/ Susan Horvath
		Susan Horvath
		Chief Financial Officer

Exhibit 10.1

712 Vista Blvd #305

Waconia, MN 55387

+1 952-479-1196

www.panbela.com

September 23, 2024

Jennifer K. Simpson

765 Warren St.

Westfield, NJ 07090-4447

Dear Jennifer:

Panbela Therapeutics, Inc. (the “Company”) thanks you for your past service. We consider your continued service and dedication to the Company essential to our success. To incentivize you to remain employed with the Company we are pleased to offer you a revised retention bonus as described in this letter agreement.

In appreciation of your past contributions, and as an inducement for you to continue your employment with the Company through at least December 31, 2025, the Company is making you eligible to earn a total retention bonus of $361,284, less applicable withholdings (the “Retention Bonus”). Your eligibility to earn and receive the Retention Bonus is in addition to your ordinary base salary, incentive compensation and benefits, and subject to all terms and conditions identified in this letter agreement.

In order to earn $227,085 of the Retention Bonus, you must remain employed by the Company from the date of this letter agreement through the earliest of: (a) the date the Company achieves an unrestricted cash balance in excess of $10,000,000; (b) December 31, 2025; (c) the date the Company terminates your employment without Cause before December 31, 2025 (subject to you signing and not rescinding a release of claims); or (d) the date a “Change in Control” (as defined in the Company’s 2016 Omnibus Incentive Plan, as amended and restated, the “2016 Plan”) is completed with respect to the Company; (in each case, the “First Vesting Date”).

In order to earn the remaining $54,281 of the Retention Bonus, you must remain employed by the Company from the date of this letter agreement through the earliest of: (a) the date the Company’s ASPIRE trial completes interim analysis; (b) December 31, 2025; (c) the date the Company terminates your employment without Cause before December 31, 2025 (subject to you signing and not rescinding a release of claims); or (d) the date a Change in Control is completed with respect to the Company; (in each case, the “Second Vesting Date”).

If earned, each portion of the Retention Bonus will be paid to you in one lump sum cash payment on the first regularly scheduled pay date after the applicable vesting date or, if earlier, within thirty (30) days thereafter. Notwithstanding the foregoing, if your employment with the Company is terminated by you for any reason or by the Company for “Cause” (as defined in the 2016 Plan), and your employment separation date is on or before the applicable vesting date, then you will not earn or receive, and forfeit any right to earn or receive, any unpaid portion of the Retention Bonus.

Exhibit 10.1

This letter agreement does not modify the at-will employment relationship between you and the Company. The Company and you each retain the right to terminate your employment with the Company, with or without notice, at any time and for any or no reason.

All matters relating to the interpretation and enforcement of this letter agreement will be governed by the laws of the State of Minnesota. This letter agreement may not be assigned by you. The Company may assign this letter agreement to any successor, parent or affiliate of the Company without further consent by you.

This letter agreement contains the entire agreement and understanding between the Company and you with respect to your eligibility for further retention payments as of the date hereof or any other form of retention-based compensation. This letter agreement may not be modified or amended except in a written amendment signed by you and an authorized representative of the Company.

Thank you again for your past and continued service to the Company!

Sincerely,

/s/ Susan Horvath

Susan Horvath

VP of Finance and CFO[Title]

Acknowledgment and Acceptance:

By signing below, I accept and agree to the terms and conditions of this letter agreement as set forth above.

/s/ Jennifer K. Simpson	Date:	September 27, 2024
Jennifer K. Simpson

Exhibit 10.2

712 Vista Blvd #305

Waconia, MN 55387

+1 952-479-1196

www.panbela.com

September 23, 2024

Susan Horvath

6808 Paiute Drive

Minneapolis, MN 55424

Dear Susan:

In appreciation of your past contributions, and as an inducement for you to continue your employment with the Company, the Company is making you eligible to earn a total retention bonus of $34,299, less applicable withholdings (the “Retention Bonus”). Your eligibility to earn and receive the Retention Bonus is in addition to your ordinary base salary, incentive compensation and benefits, and subject to all terms and conditions identified in this letter agreement.

In order to earn the Retention Bonus, you must remain employed by the Company from the date of this letter agreement through the earliest of: (a) the date the Company’s ASPIRE trial completes interim analysis; (b) December 31, 2025; (c) the date the Company terminates your employment without Cause before December 31, 2025 (subject to you signing and not rescinding a release of claims); or (d) the date a “Change in Control” (as defined in the Company’s 2016 Omnibus Incentive Plan, as amended and restated, the “2016 Plan”) is completed with respect to the Company; (in each case, the “Vesting Date”).

If earned, the Retention Bonus will be paid to you in one lump sum cash payment on the first regularly scheduled pay date after the applicable vesting date or, if earlier, within thirty (30) days thereafter. Notwithstanding the foregoing, if your employment with the Company is terminated by you for any reason or by the Company for “Cause” (as defined in the 2016 Plan), and your employment separation date is on or before the applicable vesting date, then you will not earn or receive, and forfeit any right to earn or receive, any unpaid portion of the Retention Bonus.

Exhibit 10.2

Thank you again for your past and continued service to the Company!

Sincerely,

/s/ Jennifer K. Simpson

Jennifer Simpson

President and CEO

Acknowledgment and Acceptance:

By signing below, I accept and agree to the terms and conditions of this letter agreement as set forth above.

/s/ Susan Horvath	Date:	September 27, 2024
Susan Horvath

Document And Entity Information	Sep. 23, 2024
Document Information [Line Items]
Entity, Registrant Name	Panbela Therapeutics, Inc.
Document, Type	8-K
Document, Period End Date	Sep. 23, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-39468
Entity, Tax Identification Number	88-2805017
Entity, Address, Address Line One	712 Vista Blvd #305
Entity, Address, City or Town	Waconia
Entity, Address, State or Province	MN
Entity, Address, Postal Zip Code	55387
City Area Code	952
Local Phone Number	479-1196
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001029125