| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 10/22/2024 |
3. Issuer Name and Ticker or Trading Symbol
Panbela Therapeutics, Inc. [ PBLA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| 8% Senior Convertible Tranche A Note due 2025(1) | 10/22/2024 | 04/22/2025 | Common Stock | 7,702,702(2) | $0.37 | D(3) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The 8% Senior Convertible Tranche A Note (the "Note") was issued pursuant to that certain Note Purchase Agreement by and between the Issuer and Nant Capital, LLC ("Nant Capital") dated October 22, 2024 (the "Purchase Agreement"). Pursuant to the Purchase Agreement, Nant Capital shall purchase an additional 8% Senior Convertible Tranche B Note on or before November 15, 2024. |
| 2. Subject to an issuance limitation in the event of a voluntary conversion of the Note occurring prior to the maturity date that prohibits Nant Capital from converting the Note to the extent that after giving effect to the issuance of the Issuer's common stock after such conversion, Nant Capital (together with Nant Capital's affiliates, and any other person acting as a group together with Nant Capital or any of Nant Capital's affiliates) would beneficially own in excess of 33.33% of the shares of the Issuer's common stock outstanding. |
| 3. Note held by Nant Capital. Dr. Patrick Soon-Shiong owns all of the equity interests of Nant Capital and Dr. Soon-Shiong may be deemed to have beneficial ownership of the shares held by Nant Capital. |
| /s/ Charles Kenworthy, Manager, Nant Capital LLC | 10/29/2024 | |
| /s/ Patrick Soon-Shiong | 10/29/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||