Panbela Therapeutics Inc.

11/19/2024 | Press release | Distributed by Public on 11/19/2024 17:41

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nant Capital, LLC
2. Issuer Name and Ticker or Trading Symbol
Panbela Therapeutics, Inc. [PBLA] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
450 DULEY ROAD, 		3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024
(Street)
EL SEGUNDO, CA 90245 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
8% Senior Convertible Note due 2025(1) $0.37 11/15/2024 P $9,150,000 11/15/2024 04/22/2025 Common Stock 24,729,730(2) $9,150,000 $12,000,000(3) D(4)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Nant Capital, LLC
450 DULEY ROAD
EL SEGUNDO, CA 90245 		X
SOON-SHIONG PATRICK
C/O NANT CAPITAL LLC
450 DULEY ROAD
EL SEGUNDO, CA 90245 		X

Signatures

/s/ Charles Kenworthy, Manager, Nant Capital LLC 11/19/2024
**Signature of Reporting Person Date
/s/ Patrick Soon-Shiong 11/19/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The holding includes the 8% Senior Convertible Tranche A Note issued on October 22, 2024 ("Tranche A Note") as previously reported on the Form 3 filed on October 29, 2024, and the 8% Senior Convertible Tranche B Note issued on November 15, 2024 (the "Tranche B Note"), in each case issued pursuant to that certain Note Purchase Agreement by and between the Issuer and Nant Capital, LLC ("Nant Capital") dated October 22, 2024 (the "Purchase Agreement"). The Tranche A Note and the Tranche B Note are reported as a single holding (the "Note"). Interest accrues on the unpaid principal amount at a rate equal to 8.0% plus the Monthly SOFR Rate (as defined in the Note), which shall be due and payable in full on April 22, 2025 (the "Maturity Date")
(2) Subject to an issuance limitation in the event of a voluntary conversion of the Note occurring prior to the Maturity Date that prohibits Nant Capital from converting the Note to the extent that after giving effect to the issuance of the Issuer's common stock after such conversion, Nant Capital (together with Nant Capital's affiliates, and any other person acting as a group together with Nant Capital or any of Nant Capital's affiliates) would beneficially own in excess of 33.33% of the shares of the Issuer's common stock outstanding. If the Note has not previously been repaid in full in cash or converted in full into shares of the Issuer's common stock on or before the Maturity Date, Nant Capital will have the right to convert each Note in full, including accrued but unpaid interest, at Nant Capital's sole discretion, at a conversion price of $0.37.
(3) Includes the Tranche A Note of $2,850,000 principal amount as previously reported on the Form 3.
(4) Note held by Nant Capital. Dr. Patrick Soon-Shiong owns all of the equity interests of Nant Capital and Dr. Soon-Shiong may be deemed to have beneficial ownership of the shares held by Nant Capital.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.