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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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SCHEDULE 13D/A 0001193125-24-246727 0001675758 XXXXXXXX LIVE 1 Common Stock, par value $0.001 per share 04/22/2025 false 0001029125 69833W404 Panbela Therapeutics, Inc. 712 Vista Boulevard #305 Waconia MN 55387 Nant Capital, LLC (310) 836-6400 Attn: Charles Kenworthy 450 Duley Road El Segundo CA 90245 Martin J. Waters (858) 350-2300 Wilson Sonsini Goodrich & Rosati P.C. 12235 El Camino Real San Diego CA 92130 0001675758 N Nant Capital, LLC b WC OO N DE 0 32432432 0 32432432 32432432 N 86.98 OO Item 13 percentage is calculated based upon (x) the sum of 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer, pursuant to the voluntary conversion of the Notes (as defined below), divided by (y) the sum of (i) 4,854,861 shares of the Issuer's Common Stock outstanding, as of November 11, 2024, as provided by the Issuer; and (ii) 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer pursuant to the voluntary conversion of the Notes. On October 22, 2024, the Issuer entered into a Note Purchase Agreement (the "Agreement") with Nant Capital. Pursuant to the Agreement, the Issuer (i) issued on October 22, 2024 an interest-bearing Senior Convertible Promissory Tranche A Note (the "Tranche A Note") for the principal sum of $2,850,000, and (ii) issued on November 15, 2024 an interest-bearing Senior Convertible Promissory Tranche B Note (the "Tranche B Note," and, together with the Tranche A Note, the "Notes") for the principal sum of $9,150,000, in each case in exchange for a cash purchase price by Nant Capital to the Issuer equal to the same principal amounts and pursuant to a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") afforded by Section 4(a)(2) of the Securities Act. 0001189020 N Patrick Soon-Shiong b PF AF OO N X1 0 32432432 0 32432432 32432432 N 86.98 IN Item 13 percentage is calculated based upon (x) the sum of 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer, pursuant to the voluntary conversion of the Notes, divided by (y) the sum of (i) 4,854,861 shares of the Issuer's Common Stock outstanding, as of November 11, 2024, as provided by the Issuer; and (ii) 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer pursuant to the voluntary conversion of the Notes. Common Stock, par value $0.001 per share Panbela Therapeutics, Inc. 712 Vista Boulevard #305 Waconia MN 55387 This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed on October 29, 2024 (the "Schedule 13D") jointly by Nant Capital, LLC ("Nant Capital") and Patrick Soon Shiong (the "Reporting Owners"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment. Nant Capital purchased the Tranche A Note in the aggregate principal amount of $2.85 million. On November 15, 2024, Nant Capital purchased the Tranche B Note for the aggregate principal amount of $9,150,000 on substantially similar terms as the Tranche A Note. Nant Capital beneficially owns, in the aggregate, 32,432,432 shares of the Issuer's Common Stock that may be acquired by Nant Capital pursuant to the conversion of the Notes. Dr. Soon-Shiong beneficially owns and shares voting power and investment power over all shares of the Issuer's Common Stock described above as being beneficially owned by Nant Capital. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 32,432,432 shares of the Issuer's Common Stock, representing approximately 86.98% of the outstanding Common Stock of the Issuer. For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the shares of the Issuer's Common Stock beneficially owned by the Reporting Person, divided by (y) the sum of (i) 4,854,861 shares of the Issuer's Common Stock outstanding as of November 11, 2024 as provided by the Issuer, and (ii) 32,432,432 shares of the Issuer's Common Stock issuable to Nant Capital upon the conversion of the Notes. 32,432,432 To the knowledge of the Reporting Owners, other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it. Not Applicable Nant Capital, LLC /s/ Charles Kenworthy Manager 04/24/2025 Patrick Soon-Shiong /s/ Patrick Soon-Shiong Patrick Soon-Shiong 04/24/2025