PBLA / Panbela Therapeutics, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

Panbela Therapeutics, Inc.
US ˙ OTCPK

Statistik Asas
LEI 549300QM7HB5DN00PI52
CIK 1029125
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Panbela Therapeutics, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
February 18, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 February 12, 2025 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

February 4, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 January 29, 2025 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.

February 4, 2025 EX-10.1

January 29, 2025

Exhibit 10.1 January 29, 2025 [Name] [Address] Dear [●]: 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 pas

January 22, 2025 8-K

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

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 January 20, 2025 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.

January 10, 2025 EX-FILING FEES

Calculation of Registration Fee FORM S-8 (Form Type) PANBELA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Registration Fee FORM S-8 (Form Type) PANBELA THERAPEUTICS, INC.

January 10, 2025 S-8

As filed with the Securities and Exchange Commission on January 10, 2025.

As filed with the Securities and Exchange Commission on January 10, 2025. Registration No. 333‑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 88-2805017 (State or other jurisdiction of incorporation or organization) (

November 18, 2024 8-K

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 November 15, 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

November 18, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-271729 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

November 18, 2024 424B3

255,600 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-278403 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated April 15, 2024) 255,600 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus with an effective date of April 15, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-278403). This prospectu

November 18, 2024 424B3

20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267000 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated September 29, 2022) 20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 29, 2022 (the “Prospectus”), whic

November 18, 2024 424B3

4,776,038 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-269711 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated March 23, 2023) 4,776,038 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated March 23, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269711). This prospectus supplement is

November 18, 2024 424B3

2,433,861 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-239661 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated June 24, 2022) 2,433,861 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated June 24, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-239661). This prospectus supplement is b

November 18, 2024 424B3

8,750,000 Shares of Common Stock underlying previously issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-276367 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated April 2, 2024) 8,750,000 Shares of Common Stock underlying previously issued Warrants This prospectus supplement supplements the prospectus dated April 2, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276367). This prospectus supplement is b

November 18, 2024 EX-10.1

PANBELA THERAPEUTICS, INC. SENIOR CONVERTIBLE PROMISSORY TRANCHE B NOTE

Exhibit 10.1 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

November 18, 2024 424B3

4,260,000 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-275733 PROSPECTUS SUPPLEMENT NO. 6 (to Prospectus dated December 20, 2023) 4,260,000 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus dated December 20, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275733). This prospectus supplement

November 15, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-271729 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

November 15, 2024 424B3

20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267000 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated September 29, 2022) 20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 29, 2022 (the “Prospectus”), whic

November 15, 2024 424B3

8,750,000 Shares of Common Stock underlying previously issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-276367 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 2, 2024) 8,750,000 Shares of Common Stock underlying previously issued Warrants This prospectus supplement supplements the prospectus dated April 2, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276367). This prospectus supplement is b

November 15, 2024 424B3

4,776,038 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-269711 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated March 23, 2023) 4,776,038 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated March 23, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269711). This prospectus supplement is

November 15, 2024 424B3

255,600 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-278403 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated April 15, 2024) 255,600 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus with an effective date of April 15, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-278403). This prospectu

November 15, 2024 424B3

4,260,000 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-275733 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated December 20, 2023) 4,260,000 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus dated December 20, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275733). This prospectus supplement

November 15, 2024 424B3

2,433,861 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-239661 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated June 24, 2022) 2,433,861 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated June 24, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-239661). This prospectus supplement is b

November 14, 2024 EX-10.6

Subordination Agreement, dated as of August 19, 2024

Exhibit 10.6 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (“Agreement”) is executed as of the 19th day of August, 2024 (the “Effective Date”), by Michael T. Cullen, a natural person (the “Junior Lender”), and PANBELA THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), in favor and for the benefit of USWM, LLC, a Delaware limited liability company (together with its successors and

November 14, 2024 EX-99.1

Panbela Provides Business Update and Reports Q3 2024 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q3 2024 Financial Results MINNEAPOLIS, November 13, 2024 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (OTCQB: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter ended September 30, 20

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-39468 Panbel

November 14, 2024 EX-10.4

Waiver, by and among Panbela Therapeutics, Inc., Cancer Prevention, Pharmaceuticals, LLC and USWM, LLC. dated October 2, 2024

Exhibit 10.4 WAIVER This WAIVER (this “Waiver”) is entered into as of October 2, 2024, by and among Panbela Therapeutics, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Cancer Prevention Pharmaceuticals, Inc., with an address of 712 Vista Boulevard, Suite 305, Waconia, Minnesota 55387 (together, the “Borrower”) and USWM, LLC, a Delaware limited liability company with an a

November 14, 2024 EX-10.5

Subordinated Promissory Note, dated as of August 19, 2024

Exhibit 10.5 THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE SUBORDINATION AGREEMENT, DATED AS OF AUGUST 19, 2024, BY AND AMONG BORROWER, NOTEHOLDER AND USWM, LLC (“SUBORDINATION AGREEMENT”), UNDER WHICH THIS SUBORDINATED PROMISSORY NOTE AND THE NOTEHOLDER’S RIGHTS HEREUNDER ARE SUBORDINATED IN THE MATTER SET FORTH THEREIN SUBORDINATED PROMISSORY NOTE $50,000.00 Minneapolis, MN August 19, 2024

November 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 14, 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.

October 29, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

October 29, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-269711 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

October 29, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-275733 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

October 29, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 29, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 29, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

October 29, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 29, 2024 EX-10.2

Senior Convertible Promissory Tranche A Note issued to Nant Capital, LLC, dated October 22, 2024.

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 29, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

October 29, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

October 29, 2024 SC 13D

PBLA / Panbela Therapeutics, Inc. / Nant Capital, LLC - SC 13D Activist Investment

SC 13D 1 d881414dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Panbela Therapeutics, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69833W404 (CUSIP Number) Nant Capital, LLC Attn: Charles Kenworthy 450 Duley Road El Segundo, California 90245 (310) 836-64

October 29, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-276367 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

October 29, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

October 29, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

October 29, 2024 EX-10.2

Senior Convertible Promissory Tranche A Note issued to Nant Capital, LLC, dated October 22, 2024.

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 29, 2024 EX-99.1

Joint Filing Agreement, dated as of October 29, 2024, by and among Capital, LLC and Patrick Soon-Shiong.

EX-99.1 2 d881414dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.001 per share, of Panbela Therapeutics, Inc., and

October 29, 2024 EX-10.2

Senior Convertible Promissory Tranche A Note issued to Nant Capital, LLC, dated October 22, 2024.

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 29, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-278403 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

October 29, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-267000 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

October 29, 2024 EX-10.2

Senior Convertible Promissory Tranche A Note issued to Nant Capital, LLC, dated October 22, 2024.

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 29, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 29, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

October 29, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-239661 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

October 29, 2024 EX-10.2

Senior Convertible Promissory Tranche A Note issued to Nant Capital, LLC, dated October 22, 2024.

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 29, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 29, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-271729 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

October 29, 2024 EX-10.2

Senior Convertible Promissory Tranche A Note issued to Nant Capital, LLC, dated October 22, 2024.

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 29, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 29, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 29, 2024 EX-10.2

Senior Convertible Promissory Tranche A Note issued to Nant Capital, LLC, dated October 22, 2024.

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 28, 2024 EX-10.2

Senior Convertible Promissory Trance A Note issued to Nant Capital, LLC., dated October 22, 2024 (incorporated by reference to Exhibit 10.2 of current report on Form 8-K filed on October 28, 2024)

Exhibit 10.2 Execution Version THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS CONVERTIBLE PROMISSORY NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE SOLD, PLEDGED, OFFERED FOR SALE, OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER THE A

October 28, 2024 EX-10.3

Continuing Guaranty Agreement, dated October 22, 2024, made by Cancer Prevention Pharmaceuticals, Inc. and Panbela Research, Inc., in favor of Nant Capital, LLC

Exhibit 10.3 Execution Version CONTINUING GUARANTY FOR VALUE RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration of credit and/or financial accommodation heretofore or hereafter from time to time made or granted to PANBELA THERAPEUTICS, INC. (the “Borrower”) by NANT CAPITAL, LLC and its successors and assigns (collectively the “Lender”), the undersigned Guarantor (wheth

October 28, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 October 22, 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.

October 28, 2024 EX-10.1

Note Purchase Agreement, dated October 22, 2024, between Nant Capital, LLC, as Investor, and Panbela Therapeutics, Inc., as Company.

Exhibit 10.1 NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of October 22, 2024 (this “Agreement”), is entered into by and among PANBELA THERAPEUTICS INC., a Delaware corporation (the “Company”), and NANT CAPITAL, LLC, a Delaware limited liability company (the “Investor”). RECITALS A. On the terms and subject to the conditions set forth herein, Investor is willing to purchase from

September 27, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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.

September 27, 2024 EX-10.2

Retention Agreement with Susan Horvath dated September 23, 2024

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: 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 pl

September 27, 2024 EX-10.1

Retention Agreement with Jennifer K. Simpson dated September 23, 2024

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

August 16, 2024 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Registration No. 333-278798 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number)

August 16, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

August 14, 2024 424B3

8,750,000 Shares of Common Stock underlying previously issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-276367 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 2, 2024) 8,750,000 Shares of Common Stock underlying previously issued Warrants This prospectus supplement supplements the prospectus dated April 2, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276367). This prospectus supplement is b

August 14, 2024 424B3

255,600 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-278403 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated April 15, 2024) 255,600 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus with an effective date of April 15, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-278403). This prospectu

August 14, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-271729 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

August 14, 2024 424B3

4,776,038 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-269711 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated March 23, 2023) 4,776,038 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated March 23, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269711). This prospectus supplement is

August 14, 2024 424B3

20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267000 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated September 29, 2022) 20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 29, 2022 (the “Prospectus”), whic

August 14, 2024 424B3

2,433,789 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-239661 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated June 24, 2022) 2,433,789 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated June 24, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-239661). This prospectus supplement is b

August 14, 2024 424B3

4,260,000 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-275733 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated December 20, 2023 ) 4,260,000 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus dated December 20, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275733). This prospectus supplemen

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-39468 Panbela The

August 13, 2024 EX-10.6

Subordinated Promissory Note, dated as of August 8, 2024

Exhibit 10.6 THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE SUBORDINATION AGREEMENT, DATED AS OF AUGUST 8, 2024, BY AND AMONG BORROWER, NOTEHOLDER AND USWM, LLC (“SUBORDINATION AGREEMENT”), UNDER WHICH THIS SUBORDINATED PROMISSORY NOTE AND THE NOTEHOLDER’S RIGHTS HEREUNDER ARE SUBORDINATED IN THE MATTER SET FORTH THEREIN SUBORDINATED PROMISSORY NOTE $100,000.00 Minneapolis, MN August 8, 2024

August 13, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 August 13, 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.

August 13, 2024 EX-99.1

Panbela Provides Business Update and Reports Q2 2024 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q2 2024 Financial Results MINNEAPOLIS, August 13, 2024 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (OTCQB: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter ended June 30, 2024. As

August 13, 2024 EX-10.5

Waiver by and among Panbela Therapeutics, Inc., Cancer Prevention, Pharmaceuticals, LLC and USWM, LLC, dated August 8, 2024

Exhibit 10.5 WAIVER This WAIVER (this “Waiver”) is entered into as of August 8, 2024, by and among Panbela Therapeutics, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Cancer Prevention Pharmaceuticals, Inc., with an address of 712 Vista Boulevard, Suite 305, Waconia, Minnesota 55387 (together, the “Borrower”) and USWM, LLC, a Delaware limited liability company with an ad

August 13, 2024 EX-10.7

Subordination Agreement, dated as of August 8, 2024

Exhibit 10.7 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (“Agreement”) is executed as of the 8th day of August, 2024 (the “Effective Date”), by D. ROBERT SCHEMEL, a natural person (the “Junior Lender”), and PANBELA THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), in favor and for the benefit of USWM, LLC, a Delaware limited liability company (together with its successors and a

July 31, 2024 424B3

2,433,789 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-239661 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 24, 2022) 2,433,789 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated June 24, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-239661). This prospectus supplement is b

July 31, 2024 424B3

8,750,000 Shares of Common Stock underlying previously issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-276367 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 2, 2024) 8,750,000 Shares of Common Stock underlying previously issued Warrants This prospectus supplement supplements the prospectus dated April 2, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276367). This prospectus supplement is b

July 31, 2024 424B3

20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267000 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated September 29, 2022) 20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 29, 2022 (the “Prospectus”), whic

July 31, 2024 424B3

4,260,000 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-275733 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 20, 2023) 4,260,000 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus dated December 20, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275733). This prospectus supplement

July 31, 2024 424B3

4,776,038 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-269711 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated March 23, 2023) 4,776,038 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated March 23, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269711). This prospectus supplement is

July 31, 2024 424B3

255,600 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-278403 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated April 15, 2024) 255,600 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus with an effective date of April 15, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-278403). This prospectu

July 30, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

424B3 1 pbla20240730h424b3.htm FORM 424B3 Filed pursuant to Rule 424(b)(3) Registration No. 333-271729 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Sh

July 30, 2024 EX-10.3

Security Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.3 of current report on Form 8-K filed on July 30, 2024)

Exhibit 10.3 Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Security Agreement”) is made and entered into effective as of July 24, 2024 by Panbela Therapeutics, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Cancer Prevention Pharmaceuticals, Inc., with their principal office and place of business at 712 Vista Boulevard, Suite 305, Waconia, MN 55387 (

July 30, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 July 24, 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.

July 30, 2024 EX-10.2

Term Promissory Note, dated July 24, 2024 (incorporated by reference to Exhibit 10.2 of current report on Form8-K filed on July 30, 2024)

Exhibit 10.2 Execution Version TERM PROMISSORY NOTE US $1,500,000.00 Louisville, Kentucky July 24, 2024 FOR VALUE RECEIVED, Panbela Therapeutics, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Cancer Prevention Pharmaceuticals, Inc., with an address of 712 Vista Boulevard, Suite 305, Waconia, Minnesota 55387 (together, the “Borrower”), promises to pay to the order of USWM

July 30, 2024 EX-10.1

Loan Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.1 of current report on form 8-K filed on July 30, 2024)

Exhibit 10.1 Execution Version LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made and entered into effective as of July 24, 2024, by and among: (i) USWM, LLC, a Delaware limited liability company 4441 Springdale Road Louisville, KY 40324 Attn: Legal Department Email: (the “Lender”) and Panbela Therapeutics, Inc., a Delaware corporation together with its wholly-owned subsidiary, Cancer P

July 3, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -12-31 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 28, 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) (

July 3, 2024 EX-3.1

Certificate of Elimination of Series A Preferred Stock, dated June 28, 2024 (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on July 3, 2024)

Exhibit 3.1 PANBELA THERAPEUTICS, INC. CERTIFICATE OF ELIMINATION OF SERIES A PREFERRED STOCK Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that: FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is Panbela Therapeutics, Inc. On April 23, 2024, the Corporation filed a Certificate of Desig

July 1, 2024 CORRESP

Class of Warrants/ Issuance Transaction

June 30, 2024 United States Securities and Exchange Commission Division of Corporate Finance Office of Life Sciences 100 F.

May 29, 2024 8-K

Submission of Matters to a Vote of Security Holders

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 May 28, 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. E

May 16, 2024 424B3

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(3) Registration No. 333-271729 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 16, 2023) 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Share

May 16, 2024 424B3

20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-267000 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated September 29, 2022) 20,100,000 Shares of Common Stock Warrants to purchase up to 30,150,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 20,100,000 Shares of Common Stock This prospectus supplement supplements the prospectus dated September 29, 2022 (the “Prospectus”), whic

May 16, 2024 424B3

8,750,000 Shares of Common Stock underlying previously issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-276367 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 2, 2024) 8,750,000 Shares of Common Stock underlying previously issued Warrants This prospectus supplement supplements the prospectus dated April 2, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-276367). This prospectus supplement is b

May 16, 2024 424B3

4,260,000 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-275733 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 20, 2023 ) 4,260,000 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus dated December 20, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275733). This prospectus supplemen

May 16, 2024 424B3

2,433,789 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-239661 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated June 24, 2022) 2,433,789 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated June 24, 2022 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-239661). This prospectus supplement is b

May 16, 2024 424B3

4,776,038 Shares of Common Stock Underlying Previously Issued Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-269711 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated March 23, 2023) 4,776,038 Shares of Common Stock Underlying Previously Issued Warrants This prospectus supplement supplements the prospectus dated March 23, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269711). This prospectus supplement is

May 16, 2024 424B3

255,600 Shares of Common Stock Offered by Selling Securityholders

Filed pursuant to Rule 424(b)(3) Registration No. 333-278403 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated April 15, 2024) 255,600 Shares of Common Stock Offered by Selling Securityholders This prospectus supplement supplements the prospectus with an effective date of April 15, 2024 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-278403). This prospectu

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-39468 Panbela Th

May 15, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 May 15, 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. Em

May 15, 2024 EX-99.1

Panbela Provides Business Update and Reports Q1 2024 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q1 2024 Financial Results MINNEAPOLIS, May 15, 2024 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (OTCQB: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter ended March 31, 2024. As pr

May 6, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Defi

April 26, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

April 25, 2024 EX-3.1

Certificate of Designation of Series A Preferred Stock, dated April 23, 2024

Exhibit 3.1 PANBELA THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Panbela Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board

April 25, 2024 EX-3.1

Certificate of Designation of Series A Preferred Stock, dated April 23, 2024 (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on April 25, 2024)

Exhibit 3.1 PANBELA THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Panbela Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directors of the Corporation (the “Board

April 25, 2024 DEFA14A

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 April 23, 2024 Date of Report (Date of Earliest Event Reported) Panbela Therapeutic

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 April 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.

April 25, 2024 EX-10.1

Subscription and Investment Representation Agreement, dated April 23, 2024, by and between Panbela Therapeutics, Inc. and Michael T. Cullen

Exhibit 10.1 It is the responsibility of any investor purchasing these securities to satisfy itself as to full observance of the laws of any relevant territory outside the United States in connection with any such purchase, including obtaining any required governmental or other consents or observing any other applicable requirements. We are not making an offer to sell these securities in any juris

April 25, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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 April 23, 2024 Date of Report (Date of Earliest Event Reported) -12-31 Panbela Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39468 88-2805017 (State of Incorporation) (Commission File Number)

April 25, 2024 EX-10.1

Subscription and Investment Representation Agreement, dated April 23, 2024 (incorporated by reference to Exhibit 10.1 of current report on Form 8-K filed on April 25, 2024)

Exhibit 10.1 It is the responsibility of any investor purchasing these securities to satisfy itself as to full observance of the laws of any relevant territory outside the United States in connection with any such purchase, including obtaining any required governmental or other consents or observing any other applicable requirements. We are not making an offer to sell these securities in any juris

April 22, 2024 EX-99.1

Panbela Therapeutics Announces Interim Data Analysis for ASPIRE Trial Pushed to Q1 2025

Exhibit 99.1 Panbela Therapeutics Announces Interim Data Analysis for ASPIRE Trial Pushed to Q1 2025 Trial's lower-than-expected event rate suggests improved survival outcomes MINNEAPOLIS, April 22, 2024 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (OTCQB: PBLA), (“Panbela”), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs,

April 22, 2024 8-K

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

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 April 22, 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.

April 18, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

April 18, 2024 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 88-2805017 (I.R.S. Employer Id

April 17, 2024 8-K

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

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 April 16, 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.

April 17, 2024 EX-99.1

Panbela Announces Transfer to OTCQB Market

Exhibit 99.1 Panbela Announces Transfer to OTCQB Market MINNEAPOLIS - Panbela Therapeutics, Inc. (OTCQB: PBLA), (“Panbela”), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced that its common stock has been approved for quotation on the OTCQB market. Panbela’s common stock will be eligible for quotation on the

April 15, 2024 CORRESP

[Signature Page Follows]

April 15, 2024 VIA EDGAR TRANSMISSION Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

April 4, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy State

March 29, 2024 POS AM

As filed with the Securities and Exchange Commission on March 29, 2024

As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

March 29, 2024 S-1

As filed with the Securities and Exchange Commission on March 29, 2024

As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

March 29, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

March 26, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39468 PANBELA THERAPEUTICS, INC

March 26, 2024 EX-21.1

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to annual report on Form 10-K for fiscal year ended December 31, 2023)

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Cancer Prevention Pharmaceuticals, Inc. Delaware Cancer Prevention Pharmaceuticals, LLC* Arizona Cancer Prevention Pharma (Ireland) Limited Dublin, Ireland Cancer Prevention Pharma Limited* London, England Panbela Research, Inc. Delaware Panbela Therapeutics Pty Ltd† Victoria, Australia * Indirect subsidiary wholly-owned by Cancer Prevention Phar

March 26, 2024 EX-97

Compensation Recoupment Policy

Exhibit 97 PANBELA THERAPEUTICS, INC. COMPENSATION RECOUPMENT POLICY Adopted November 22, 2023 A. Policy The Board of Directors (the “Board”) of Panbela Therapeutics, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation

March 26, 2024 EX-99.1

Panbela Provides Business Update and Reports Q4 and FY 2024 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q4 and FY 2024 Financial Results MINNEAPOLIS, March 26, 2024 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (NASDAQ:PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter and full year ende

March 26, 2024 EX-24.1

Powers of Attorney

Exhibit 24.1 PANBELA THERAPEUTICS, INC. Power of Attorney The undersigned director of Panbela Therapeutics, Inc., a Delaware corporation, does hereby make, constitute and appoint Jennifer K. Simpson and Susan Horvath, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the und

March 26, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 March 26, 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.

March 25, 2024 PRE 14A

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PRELIMINARY PROXY STATEMENT – SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 7, 2024 8-K

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

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 March 5, 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.

February 15, 2024 8-K

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

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 February 15, 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

February 15, 2024 EX-99.1

Panbela Regains Compliance with Nasdaq Listing Standards for Bid Price and Publicly Held Shares Requirements

Exhibit 99.1 Panbela Regains Compliance with Nasdaq Listing Standards for Bid Price and Publicly Held Shares Requirements MINNEAPOLIS, February 15, 2024 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (Nasdaq: PBLA), (“Panbela”), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced that, has regained compliance wit

February 13, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 February 7, 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.

February 13, 2024 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Panbela Therapeutics, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to s

February 13, 2024 SC 13G/A

US69833W3051 / PANBELA THERAPEU / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PANBELA THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69833W305 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

February 13, 2024 EX-10.1

Form of Retention Agreements dated February 7, 2024 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed February 13, 2024)

Exhibit 10.1 February 7, 2024 [Name] [Address] Dear Sue: 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 retention bonus as described in this letter agreement. In appreciation of your past contri

February 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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 February 1, 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.

February 1, 2024 EX-99.1

Panbela Announces Closing of Approximately $9.0 Million Public Offering

Exhibit 99.1 Panbela Announces Closing of Approximately $9.0 Million Public Offering MINNEAPOLIS, January 31, 2024 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced the closing of its previously announced public offering of (i) 4,375,000 shares of i

January 30, 2024 424B4

4,375,000 Shares of Common Stock 4,375,000 Class E Common Warrants to purchase up to 1,093,750 Shares of Common Stock 4,375,000 Class F Common Warrants to purchase up to 7,656,250 Shares of Common Stock Up to 4,375,000 Pre-Funded Warrants to purchase

Filed pursuant to Rule 424(b)(4) Registration No. 333-276367 PROSPECTUS 4,375,000 Shares of Common Stock 4,375,000 Class E Common Warrants to purchase up to 1,093,750 Shares of Common Stock 4,375,000 Class F Common Warrants to purchase up to 7,656,250 Shares of Common Stock Up to 4,375,000 Pre-Funded Warrants to purchase up to 4,375,000 Shares of Common Stock Up to 13,125,000 Shares of Common Stoc

January 29, 2024 EX-4.3

Form of Class E Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to current report on Form 8-K filed on January 29, 2024)

Exhibit 4.3 CLASS E COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: January 31, 2024 CUSIP: ISIN: THIS CLASS E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

January 29, 2024 EX-10.2

Securities Purchase Agreement, dated January 28, 2024 (incorporated by reference to Exhibit 10.2 of current report on Form 8-K filed on January 29, 2024)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 28, 2024, between Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

January 29, 2024 8-K

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

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 January 28, 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.

January 29, 2024 EX-4.4

Form of Class F Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to current report on Form 8-K filed on January 29, 2024)

Exhibit 4.4 CLASS F COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: January 31, 2024 CUSIP: ISIN: THIS CLASS F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on o

January 29, 2024 EX-99.1

Panbela Announces Pricing of Approximately $9.0 Million Public Offering

Exhibit 99.1 Panbela Announces Pricing of Approximately $9.0 Million Public Offering MINNEAPOLIS - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced the pricing of a public offering of (i) 4,375,000 shares of its common stock or pre-funded warrants in lieu thereof and

January 29, 2024 EX-10.1

Placement Agency Agreement with Roth Capital Partner, LLC, dated as of January 28, 2024 (incorporated by reference to Exhibit 10.1 of current report on From 8-K filed on January 29, 2024)

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT January 28, 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $9,008,919 of registered securities of the Company, consis

January 25, 2024 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Registration No. 333-276367 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 88-

January 25, 2024 CORRESP

Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660

Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 January 25, 2024 VIA EDGAR CORRESPONDENCE U.

January 25, 2024 EX-10.30

Form of Securities Purchase Agreement

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

January 25, 2024 CORRESP

[Signature Page Follows]

January 25, 2024 VIA EDGAR TRANSMISSION Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

January 25, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

January 25, 2024 8-K

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

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 January 22, 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.

January 25, 2024 EX-4.17

Form of Class E Common Stock Purchase Warrant

Exhibit 4.17 CLASS E COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2024 CUSIP: ISIN: THIS CLASS E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

January 25, 2024 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Registration No. 333-276367 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 88-

January 22, 2024 CORRESP

January 22, 2024

January 22, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 By EDGAR Attn:Tim Buchmiller Re: Panbela Therapeutics, Inc. Registration Statement on Form S-1 Filed January 4, 2024 File No. 333-276367 Dear Mr. Buchmiller: On behalf of Panbela Therapeutics, Inc. (the “Company”), I am pleased to submit this r

January 22, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

January 22, 2024 S-1/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Registration No. 333-276367 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 88-

January 19, 2024 8-K

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

-12-31 -12-31 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 January 18, 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

January 19, 2024 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on January 19, 2024)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PANBELA THERAPEUTICS, INC. The undersigned, Jennifer Simpson, Chief Executive Officer of Panbela Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follo

January 5, 2024 S-8

As filed with the Securities and Exchange Commission on January 5, 2024.

As filed with the Securities and Exchange Commission on January 5, 2024. Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 88-2805017 (State or other jurisdiction of incorporation or organization) (I.R.S.

January 5, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Registration Fee FORM S-8 (Form Type) PANBELA THERAPEUTICS, INC.

January 4, 2024 EX-4.18

Form of Class E Common Stock Purchase Warrant

Exhibit 4.18 CLASS E COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2024 CUSIP: ISIN: THIS CLASS E COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

January 4, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

January 4, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Cancer Prevention Pharmaceuticals, Inc. Delaware Cancer Prevention Pharmaceuticals, LLC* Arizona Cancer Prevention Pharma (Ireland) Limited Dublin, Ireland Cancer Prevention Pharma Limited* London, England Panbela Research, Inc. Delaware Panbela Therapeutics Pty Ltd† Victoria, Australia * Indirect subsidiary wholly-owned by Cancer Prevention Phar

January 4, 2024 EX-10.30

Form of Securities Purchase Agreement

Exhibit 10.30 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2024, between Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

January 4, 2024 EX-4.17

Form of Pre-Funded Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.17 to registration statement on Form S-1 filed on January 4, 2024)

Exhibit 4.17 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

January 4, 2024 S-1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter)

Registration No. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 88-2805017 (I.R.S. Employer Id

January 4, 2024 EX-4.19

Form of Class F Common Stock Purchase Warrant

Exhibit 4.19 CLASS F COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: , 2024 CUSIP: ISIN: THIS CLASS F COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after t

January 4, 2024 EX-10.29

Form of Placement Agency Agreement with Roth Capital Partners, LLC

Exhibit 10.29 PLACEMENT AGENCY AGREEMENT , 2024 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of registered securities of the Company, consisting of shares (th

January 4, 2024 EX-4.16

Form of Warrant Agency Agreement by and between Panbela Therapeutics, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 4.16 to registration statement on Form S-1 filed on January 4, 2024)

Exhibit 4.16 PANBELA THERAPEUTICS, INC. and VSTOCK TRANSFER, LLC as Warrant Agent Warrant Agency Agreement Dated as of , 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of , 2024 (“Agreement”), between Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), and VStock Transfer, LLC, a New York limited liability trust company (the “Warrant Agent”). WITNESSETH WHEREAS, p

December 21, 2023 EX-4.1

Form of Class D Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to current report on Form 8-K filed on December 21, 2023)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 21, 2023 8-K

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

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 December 21, 2023 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

December 21, 2023 EX-99.1

Press Release dated December 21, 2023

Exhibit 99.1 Panbela Therapeutics Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $2.0 Million Gross Proceeds Priced At-the-Market Minneapolis, December 21, 2023 (GLOBE NEWSWIRE) – Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with urgent unmet medical nee

December 21, 2023 EX-10.1

Form of Inducement Letters dated December 21, 2023 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed December 21, 2023)

Exhibit 10.1 December 21, 2023 [Address] Re: Exercise and Reload Offer of Common Stock Purchase Warrants To Whom It May Concern: Panbela Therapeutics, Inc. (the “Company”) is pleased to offer to you the opportunity to receive new Common Stock purchase warrants of the Company in consideration for the exercise in full of the Common Stock purchase warrants issued to you on or about November 2, 2023 (

December 21, 2023 DEFA14A

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

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 December 21, 2023 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

December 21, 2023 EX-4.1

Form of Inducement Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

December 21, 2023 EX-99.1

Panbela Therapeutics Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $2.0 Million Gross Proceeds Priced At-the-Market

Exhibit 99.1 Panbela Therapeutics Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $2.0 Million Gross Proceeds Priced At-the-Market Minneapolis, December 21, 2023 (GLOBE NEWSWIRE) – Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with urgent unmet medical nee

December 21, 2023 8-K

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

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 December 19, 2023 Date of Report (Date of Earliest Event Reported) Panbela Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39468 87-0543922 (State of Incorporation) (Commission File Number) (I.R

December 21, 2023 EX-10.1

Form of Inducement Letter

Exhibit 10.1 December 21, 2023 [Address] Re: Exercise and Reload Offer of Common Stock Purchase Warrants To Whom It May Concern: Panbela Therapeutics, Inc. (the “Company”) is pleased to offer to you the opportunity to receive new Common Stock purchase warrants of the Company in consideration for the exercise in full of the Common Stock purchase warrants issued to you on or about November 2, 2023 (

December 19, 2023 CORRESP

[Signature Page Follows]

December 19, 2023 VIA EDGAR TRANSMISSION Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

December 1, 2023 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 November 28, 2023 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

December 1, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 24, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy State

November 22, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

November 22, 2023 S-1

As filed with the Securities and Exchange Commission on November 22, 2023

As filed with the Securities and Exchange Commission on November 22, 2023 Registration No.

November 14, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-39468 Panbel

November 9, 2023 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 November 9, 2023 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

November 9, 2023 EX-99.1

Panbela Provides Business Update and Reports Q3 2023 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q3 2023 Financial Results MINNEAPOLIS - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter ended September 30, 2023. As previously announced, manage

November 3, 2023 EX-10.1

Form of Inducement Letter

Exhibit 10.1 November 2, 2023 [Name and address of warrant holder] Re: Reprice and Reload Offer of Common Stock Purchase Warrants To Whom It May Concern: Panbela Therapeutics, Inc. (the “Company”) is pleased to offer to you the opportunity to receive new Common Stock purchase warrants of the Company in consideration for the exercise in full of the Common Stock purchase warrants issued to you on or

November 3, 2023 DEFA14A

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

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 November 2, 2023 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.

November 3, 2023 EX-4.1

Form of Class C Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to current report on Form 8-K filed on November 3, 2023)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

November 3, 2023 EX-99.1

Panbela Therapeutics Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $1.9 Million Gross Proceeds Priced At-the-Market

Exhibit 99.1 Panbela Therapeutics Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $1.9 Million Gross Proceeds Priced At-the-Market Minneapolis, Nov. 3, 2023 (GLOBE NEWSWIRE) – Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, t

November 3, 2023 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 November 2, 2023 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.

November 3, 2023 EX-10.1

Form of Inducement Letters dated November 2, 2023 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed November 3, 2023).

Exhibit 10.1 November 2, 2023 [Name and address of warrant holder] Re: Reprice and Reload Offer of Common Stock Purchase Warrants To Whom It May Concern: Panbela Therapeutics, Inc. (the “Company”) is pleased to offer to you the opportunity to receive new Common Stock purchase warrants of the Company in consideration for the exercise in full of the Common Stock purchase warrants issued to you on or

November 3, 2023 EX-99.1

Press Release dated November 3, 2023

Exhibit 99.1 Panbela Therapeutics Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $1.9 Million Gross Proceeds Priced At-the-Market Minneapolis, Nov. 3, 2023 (GLOBE NEWSWIRE) – Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, t

November 3, 2023 EX-4.1

Form of Inducement Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-39468 Panbela The

August 10, 2023 8-K

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

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 August 10, 2023 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.

August 10, 2023 EX-99.1

Panbela Provides Business Update and Reports Q2 2023 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q2 2023 Financial Results MINNEAPOLIS (GLOBE NEWSWIRE) August 10, 2023 - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter ended June 30, 2023. As

July 19, 2023 8-K

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

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 July 19, 2023 Date of Report (Date of Earliest Event Reported) Panbela Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39468 87-2805017 (State of Incorporation) (Commission File Number) (I.R.S.

July 19, 2023 EX-99.1

Panbela Therapeutics to Receive a Total Up to $9.5 Million for Divestiture of Assets within Eflornithine (DFMO) Pediatric Neuroblastoma Program to US WorldMeds

Exhibit 99.1 Panbela Therapeutics to Receive a Total Up to $9.5 Million for Divestiture of Assets within Eflornithine (DFMO) Pediatric Neuroblastoma Program to US WorldMeds MINNEAPOLIS and LOUISVILLE, July 19, 2023 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs,

July 10, 2023 8-K

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

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 July 10, 2023 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.

July 10, 2023 EX-99.1

Company Investor Presentation dated July 10, 2023

Exhibit 99.1

June 21, 2023 EX-10.2

Form of Securities Purchase Agreement by and between Panbela Therapeutics, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.2 to current report on Form 8-K filed June 21, 2023)

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 16, 2023, between Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

June 21, 2023 EX-4.3

Form of Class A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to current report on Form 8-K filed on June 21, 2023)

Exhibit 4.3 CLASS A COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: June 21, 2023 CUSIP: 69833W 156 ISIN: US69833W1568 THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo

June 21, 2023 EX-4.2

Form of Pre-Funded Common Stock Purchase Warrant

Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: [ ], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the da

June 21, 2023 EX-4.1

Warrant Agency Agreement with VStock Transfer, LLC dated as of June 21, 2023 (incorporated by reference to Exhibit 4.1 to current report on Form 8-K filed on June 21, 2023)

Exhibit 4.1 PANBELA THERAPEUTICS, INC. and VSTOCK TRANSFER, LLC as Warrant Agent Warrant Agency Agreement Dated as of June 21, 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of June 21, 2023 ("Agreement"), between Panbela Therapeutics, Inc., a Delaware corporation (the "Company"), and VStock Transfer, LLC, a New York limited liability trust company (the "Warrant Agent"). WITNESSE

June 21, 2023 EX-10.1

Placement Agency Agreement with Roth Capital Partners, LLC dated as of June 16, 2023 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed June 21, 2023)

EX-10.1 6 ex535483.htm EXHIBIT 10.1 Exhibit 10.1 PLACEMENT AGENCY AGREEMENT June 16, 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $8,510,816 of registered

June 21, 2023 EX-4.4

Form of Class B Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to current report on Form 8-K filed on June 21, 2023)

Exhibit 4.4 CLASS B COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: June 21, 2023 CUSIP: 69833W 164 ISIN: US69833W1642 THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo

June 21, 2023 EX-99.1

Panbela Announces Pricing of Approximately $8.5 Million Public Offering

Exhibit 99.1 Panbela Announces Pricing of Approximately $8.5 Million Public Offering MINNEAPOLIS - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced the pricing of a public offering of (i) 2,270,000 shares of its common stock or pre-funded warrants in lieu thereof and

June 21, 2023 EX-99.2

Panbela Announces Closing of Approximately $8.5 Million Public Offering

EX-99.2 9 ex535666.htm EXHIBIT 99.2 Exhibit 99.2 Panbela Announces Closing of Approximately $8.5 Million Public Offering MINNEAPOLIS - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced the closing of its previously announced public offering of (i) 2,270,000 shares of

June 21, 2023 8-K

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

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 June 16, 2023 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.

June 20, 2023 424B4

2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common St

Filed pursuant to Rule 424(b)(4) Registration No. 333-271729 PROSPECTUS 2,270,000 Shares of Common Stock Class A Common Warrants to purchase up to 2,270,000 Shares of Common Stock Class B Common Warrants to purchase up to 2,270,000 Shares of Common Stock Pre-Funded Warrants to purchase up to 2,270,000 Shares of Common Stock Up to 6,810,000 Shares of Common Stock Underlying Warrants This is a best

June 9, 2023 CORRESP

[Signature Page Follows]

June 9, 2023 VIA EDGAR TRANSMISSION Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

June 6, 2023 CORRESP

[Signature Page Follows]

June 6, 2023 VIA EDGAR TRANSMISSION Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

June 2, 2023 EX-10.31

Form of Securities Purchase Agreement

Exhibit 10.31 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [ ], 2023, between Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

June 2, 2023 EX-4.12

Form of Warrant Agency Agreement

Exhibit 4.12 PANBELA THERAPEUTICS, INC. and VSTOCK TRANSFER, LLC as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2023 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [ ], 2023 ("Agreement"), between Panbela Therapeutics, Inc., a Delaware corporation (the "Company"), and VStock Transfer, LLC, a New York limited liability trust company (the "Warrant Agent"). WITNESSETH WHER

June 2, 2023 EX-4.13

Form of Class A Common Stock Purchase Warrant

Exhibit 4.13 CLASS A COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: [ ], 2023 CUSIP: ISIN: THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

June 2, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

June 2, 2023 EX-4.14

Form of Class B Common Stock Purchase Warrant

Exhibit 4.14 CLASS B COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: [ ], 2023 CUSIP: ISIN: THIS CLASS B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

June 2, 2023 EX-10.32

Form of Placement Agency Agreement

Exhibit 10.32 PLACEMENT AGENCY AGREEMENT [ ], 2023 Roth Capital Partners, LLC 888 San Clemente Drive Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $[ ] of registered securities of the Company, consisting of [ ]

June 2, 2023 S-1/A

As filed with the Securities and Exchange Commission on June 2, 2023

As filed with the Securities and Exchange Commission on June 2, 2023 Registration No.

June 2, 2023 EX-4.15

Form of Pre-Funded Warrant

Exhibit 4.15 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PANBELA THERAPEUTICS, INC. Warrant Shares: Initial Exercise Date: [ ], 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the d

May 31, 2023 EX-3.2

Certificate of Elimination, effective May 30, 2023

Exhibit 3.2 PANBELA THERAPEUTICS, INC. CERTIFICATE OF ELIMINATION OF SERIES A PREFERRED STOCK Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware, it is hereby certified that: FIRST: The name of the corporation (hereinafter referred to as the “Corporation”) is Panbela Therapeutics, Inc. On April 14, 2023, the Corporation filed a Certificate of Desig

May 31, 2023 EX-99.1

Panbela Announces 1-for-30 Reverse Stock Split Effective June 1, 2023

Exhibit 99.1 Panbela Announces 1-for-30 Reverse Stock Split Effective June 1, 2023 MINNEAPOLIS - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced that it will implement the previously announced and stockholder approved 1-for-30 reverse split of its common stock. The

May 31, 2023 EX-3.1

Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed May 31, 2023)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF PANBELA THERAPEUTICS, INC. The undersigned, Susan Horvath, Chief Financial Officer of Panbela Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST:

May 31, 2023 8-K

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

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 May 25, 2023 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. E

May 8, 2023 S-1

As filed with the Securities and Exchange Commission on May 8, 2023

As filed with the Securities and Exchange Commission on May 8, 2023 Registration No.

May 8, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Panbela Therapeutics, Inc.

May 4, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No.: 001-39468 Panbela Th

May 4, 2023 8-K

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

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 May 4, 2023 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. Emp

May 4, 2023 EX-99.1

Panbela Provides Business Update and Reports Q1 2023 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q1 2023 Financial Results MINNEAPOLIS - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter ended March 31, 2023. As previously announced, management

April 28, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☑ Definitive Proxy State

April 18, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☑ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☑ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

April 18, 2023 EX-3.1

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed April 18, 2023)

Exhibit 3.1 PANBELA THERAPEUTICS, INC. Amended and Restated Bylaws ARTICLE I OFFICES Section 1.1 REGISTERED OFFICE. The Corporation shall maintain a registered office and registered agent within the State of Delaware at such place within such State as may be designated from time to time by the Board of Directors of the Corporation. Section 1.2 OTHER OFFICES. The Corporation may also have offices i

April 18, 2023 8-K

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

-12-31 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 April 14, 2023 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)

April 18, 2023 EX-10.1

Subscription and Investment Representation Agreement, dated April 14, 2023, by and between Panbela Therapeutics, Inc. and Michael T. Cullen (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed April 18, 2023)

Exhibit 10.1 It is the responsibility of any investor purchasing these securities to satisfy itself as to full observance of the laws of any relevant territory outside the United States in connection with any such purchase, including obtaining any required governmental or other consents or observing any other applicable requirements. We are not making an offer to sell these securities in any juris

April 18, 2023 EX-3.2

Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 3.2 to current report on Form 8-K filed April 18, 2023)

EX-3.2 3 ex501511.htm EXHIBIT 3.2 Exhibit 3.2 PANBELA THERAPEUTICS, INC. CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Panbela Therapeutics, Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the board of directo

April 12, 2023 8-K

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

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 April 5, 2023 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.

April 12, 2023 EX-99.1

Panbela Regains Worldwide Rights to Develop and Commercialize FlynpoviTM in Patients with Familial Adenomatous Polyposis (FAP)

Exhibit 99.1 Panbela Regains Worldwide Rights to Develop and Commercialize FlynpoviTM in Patients with Familial Adenomatous Polyposis (FAP) MINNEAPOLIS, April 11, 2023 (GLOBE NEWSWIRE) - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs today announced that it has re

March 20, 2023 POS AM

As filed with the Securities and Exchange Commission on March 17, 2023

POS AM 1 pbla20230317posam.htm FORM POS AM As filed with the Securities and Exchange Commission on March 17, 2023 Registration No. 333-269711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaw

March 20, 2023 S-8

As filed with the Securities and Exchange Commission on March 17, 2023.

As filed with the Securities and Exchange Commission on March 17, 2023. Registration No. 333‑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PANBELA THERAPEUTICS, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 88-2805017 (State or other jurisdiction of incorporation or organization) (I.

March 20, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Registration Fee FORM S-8 (Form Type) PANBELA THERAPEUTICS, INC.

March 16, 2023 EX-21.1

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to annual report on Form 10-K for fiscal year ended December 31, 2022)

Exhibit 21.1 LIST OF SUBSIDIARIES Name Jurisdiction Cancer Prevention Pharmaceuticals, Inc. Delaware Cancer Prevention Pharmaceuticals, LLC Arizona Cancer Prevention Pharma (Ireland) Limited* Dublin, Ireland Cancer Prevention Pharma Limited* London, England Panbela Research, Inc. Delaware Panbela Therapeutics Pty Ltd† Victoria, Australia * Indirect subsidiary wholly-owned by Cancer Prevention Phar

March 16, 2023 8-K

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

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 March 16, 2023 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.

March 16, 2023 EX-24.1

Powers of Attorney

Exhibit 24.1 PANBELA THERAPEUTICS, INC. Power of Attorney The undersigned director of Panbela Therapeutics, Inc., a Delaware corporation, does hereby make, constitute and appoint Jennifer K. Simpson and Susan Horvath, and each of them individually, as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the und

March 16, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-39468 PANBELA THERAPEUTICS, INC

March 16, 2023 EX-99.1

Panbela Provides Business Update and Reports Q4 and FY 2022 Financial Results

Exhibit 99.1 Panbela Provides Business Update and Reports Q4 and FY 2022 Financial Results MINNEAPOLIS - Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today provides a business update and reports financial results for the quarter and full year ended December 31, 2022. As previous

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