SNBP Sun BioPharma Inc

Item 5.03.         Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

As previously announced, the board of directors and stockholders of Panbela Therapeutics, Inc. (the “Company”) approved a 1-for-40 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Split”). On January 11, 2023, the Company amended its Amended and Restated Certificate of Incorporation (the “Amendment”) to effect the Reverse Split as of 12:01 a.m., eastern time, on January 13, 2023. The Company’s common stock began trading on a post-split basis under the Company’s existing trading symbol, “PBLA,” when the market opened on January 13, 2023.

 

As a result of the Reverse Split, every 40 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. A total of 1,177,159 shares of common stock were issued and outstanding immediately after the Reverse Split became effective on January 13, 2023. The Reverse Split did not change the number of shares of common stock authorized for issuance. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock is expected to receive cash in lieu of such fractional share.

 

In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and most warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans will be proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. The common stock purchase warrants the Company issued in October 2022 provide that their exercise price will be reduced to the lowest volume-weighted average price of the Company’s common stock on any trading day during the five-trading day period immediately following the date of the Reverse Split. Accordingly, we are unable to estimate the adjustment, if any, to the exercise price of those outstanding warrants that would result from the Reverse Split.

 

The new CUSIP number for common stock following the Reverse Split is 69833W206. VStock Transfer, the Company’s transfer agent, is acting as the paying agent for the Reverse Split. For more information about the Reverse Split, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 27, 2022.

 

On January 13, 2023, the Company restated its Certificate of Incorporation (the “Restated Certificate”) to integrate all prior amendments, including the Amendment. The text of the Restated Certificate is filed as Exhibit 3.1 and incorporated herein by reference.