PBLA Panbela Therapeutics Inc (QB)

 

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)		(I.R.S. Employer Identification No.)
712 Vista Blvd #305 Waconia, MN		55387
(Address of Principal Executive Offices)		(Zip Code)

 

2016 Omnibus Incentive Plan

(Full Title of the Plan)

 

Susan Horvath Chief Financial Officer Panbela Therapeutics, Inc. 712 Vista Blvd #305 Waconia, MN 55387 (Name and Address of Agent for Service)

 

Telephone number, including area code, of agent for service: (952) 479-1196

 

 

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Copies to:

W. Morgan Burns

Joshua L. Colburn

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402‑3901

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer ☐	Accelerated Filer ☐
Non‑accelerated Filer ☑	Smaller Reporting Company ☑
	Emerging Growth Company ☐

                                                                   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

PANBELA THERAPEUTICS, INC.

 

STATEMENT PURSUANT TO GENERAL INSTRUCTION E
TO FORM S-8 “REGISTRATION OF ADDITIONAL SECURITIES”

 

The stockholders of Panbela Therapeutics, Inc., (the “Company”) initially approved the Company’s 2016 Omnibus Incentive Plan on May 17, 2016. On May 19, 2020, the stockholders of the Company approved an amendment and restatement of the Company’s 2016 Omnibus Incentive Plan (as amended and restated, the “2016 Plan”). The 2016 Plan provides, among other things, that the number of shares of the Company’s common stock available for issuance under the plan will increase on January 1 of each year beginning in 2021 and ending on January 1, 2025 in an amount equal to the lesser of (i) the number of shares necessary to increase the total option pool to 20% of the total number of fully diluted shares (as defined in the 2016 Plan) as of December 31 of the immediately preceding calendar year and (ii) such lesser number of shares as may be determined by the Company’s Board of Directors or its Compensation Committee prior to January 1st of any calendar year.

 

Pursuant to General Instruction E to Form S-8, the contents of the Initial Registration Statement (filed on Form S-8 with the Securities and Exchange Commission on June 15, 2020, file no. 333-239186), together with all exhibits filed therewith or incorporated therein by reference, are incorporated herein by reference.

 

The Company has filed this registration statement on Form S-8 to register the 9,144,117 additional shares of Common Stock, not previously registered under the 2016 Plan, that became available for issuance under the 2016 Plan effective as of January 1, 2025.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.    Exhibits.

 

Exhibit Number		Description of Exhibit
4.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Panbela Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on January 19, 2024)
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed April 18, 2023).
5.1+		Opinion of Faegre Drinker Biddle & Reath LLP
23.1+		Consent of Independent Registered Public Accounting Firm (Cherry Bekaert LLP)
23.2+		Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1)
24		Powers of Attorney (included with signatures)
99.1		2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 99.1 to current report on Form 8-K filed May 26, 2020)
107+		Filing Fee Table

 

 

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+ Filed herewith

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota, on January 10, 2025.

 

	PANBELA THERAPEUTICS, INC.
	By:	/s/ Jennifer K. Simpson
		Name: Jennifer K. Simpson
		Title: President and Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below hereby constitutes and appoints Jennifer K. Simpson and Susan Horvath, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, with full power of each to act alone, with full powers of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign the Registration Statement filed herewith and any and all amendments to said Registration Statement (including post-effective amendments), and file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on January 10, 2025:

 

Signature		Title
/s/ Jennifer K. Simpson		President and Chief Executive Officer
Jennifer K. Simpson		(principal executive officer)
/s/ Susan Horvath		Vice President of Finance, Chief Financial Officer, Treasurer and Secretary
Susan Horvath		(principal financial and accounting officer)
/s/ Michael T. Cullen		Executive Chairman and Director
Michael T. Cullen
/s/ Daniel J. Donovan		Director
Daniel J. Donovan
/s/ Arthur J. Fratamico		Director
Arthur J. Fratamico
/s/ Jeffrey E. Jacob		Director
Jeffrey E. Jacob
/s/ Jeffrey S. Mathiesen		Director
Jeffrey S. Mathiesen
/s/ D. Robert Schemel		Director
D. Robert Schemel

 

Exhibit 5.1

 

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Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center
90 South Seventh Street
Minneapolis, Minnesota 55402

+1 612 766 7000 main
+1 612 766 1600 fax

January 10, 2024

 

Panbela Therapeutics, Inc.
712 Vista Boulevard #305
Waconia, MN 55387

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to Panbela Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), registering the offer and sale of up to 9,144,117 additional shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable pursuant to the Company’s 2016 Omnibus Incentive Plan (the “Plan”).

 

For purposes of this opinion letter, we have examined the Plan, the Registration Statement, the Company’s Certificate of Incorporation, as amended and currently in effect, the Company’s Amended and Restated By-Laws, as currently in effect, and the resolutions of the Company’s board of directors authorizing the issuance of the Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the “Certificate”) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have made such examination of statutes as we have deemed relevant and necessary in connection with the opinions hereinafter expressed. As to facts material to this opinion letter, we have relied upon certificates, statements or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof.

 

In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures, including electronic signatures; (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as certified, conformed, photostatic or facsimile copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.

 

Based on and subject to the foregoing and to the other qualifications, assumptions and limitations set forth herein, we are of the opinion that all necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of the Shares to be issued in accordance with the Plan and that, when (a) the Shares have been issued and sold as contemplated in the Registration Statement and related prospectus and in accordance with the Plan and any applicable award agreement, and (b) where applicable, the consideration for the Shares specified in the Plan and any applicable award agreement has been received by the Company, the Shares will be validly issued, fully paid and nonassessable.

 

 

We do not express any opinion herein with respect to the laws of any jurisdiction other than, subject to the limitations and assumptions contained herein, the General Corporation Law of the State of Delaware.

 

This opinion letter speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion letter thereafter. This opinion letter is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Yours very truly,

 

FAEGRE DRINKER BIDDLE & REATH LLP

 

/s/ Faegre Drinker Biddle & Reath LLP

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 26, 2024, relating to the consolidated financial statements of Panbela Therapeutics, Inc. (the “Company”) and its subsidiaries, as of and for the year ended December 31, 2023.

 

 

/s/ Cherry Bekaert LLP

 

 

Tampa, Florida

January 10, 2025

 

 

 

Exhibit 107

 

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

 

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common stock, par value $0.001 per share	Rule 457(c) and Rule 457(h)	9,144,117(2)	$0.390(3)	$3,566,205.63	0.00015310	$545.99
Total Offering Amounts			9,144,117		$3,566,205.63		$545.99
Total Fee Offsets							—
Net Fee Due							$545.99

 

(1)	In accordance to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover an indeterminate number of shares of Common Stock to be offered or issued from stock splits, stock dividends or similar transactions.

(2)	Represents shares of common stock reserved for issuance for future awards under the Panbela Therapeutics, Inc. 2016 Omnibus Incentive Plan pursuant to such plan’s evergreen provision.

(3)

Estimated in accordance with Rule 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registrant’s registration fee on the basis of $0.39 per share, which is the average of the bid and ask prices of the Registrant’s common stock, as of the close of trading on January 8, 2025, which is within 5 business days prior to filing this registration statement.

 

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