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

May 25, 2021

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.S. Employer Identification No.)

712 Vista Blvd #305 Waconia, Minnesota	55387
(Address of Principal Executive Offices)	(Zip Code)

(952) 479-1196

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	PBLA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2021, Dr. Michael T. Cullen resigned as an employee of Panbela Therapeutics Inc. (the “Company”) effective immediately. He will remain a member of the Company’s board of directors and as Chairman. Dr. Cullen previously served as Executive Chairman since 2015 and previously held various executive level positions for the Company, including President and CEO from November 2018 to July 2020.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of the Company was held on May 25, 2021 and stockholders voted on the following proposals, each as described further in the definitive proxy statement for the meeting, filed with the Securities and Exchange Commission on April 15, 2021.

Proposal 1 – Election of Two Class I Directors

Stockholders elected each of the two nominees to serve as a director for a three-year term ending at the annual meeting of stockholders to be held in 2024, based on the votes listed below:

Director Nominee	For		Withheld		Broker Non- Votes
Michael T. Cullen		3,900,586		386,177		2,110,122
D. Robert Schemel		3,665,344		621,419		2,110,122

Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm

Stockholders ratified the selection of Cherry Bekaert LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, based on the votes listed below:

For	Against		Abstain
6,354,618		19,111		23,156

Proposal 3 – Approval, on an Advisory basis, the compensation of our named executive officers:

Stockholders approved, on an advisory basis, the compensation of our named executive officers based on the votes listed below:

For	Against		Abstain		Broker Non- Votes
4,124,989		126,280		35,494		2,110,122

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Item 9.01 Financial Exhibits.

(d) Exhibits

Exhibit No.	Description	Method of Filing
99.1	Press release dated May 25, 2021	Furnished herewith

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUN BIOPHARMA, INC.
Date: May 26, 2021	By:	/s/ Susan Horvath
		Susan Horvath
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Panbela Announces Company Founder Dr. Michael T. Cullen to Serve as Chairman of the Board of Directors

MINNEAPOLIS (GLOBE NEWSWIRE) May [26], 2021 Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with cancer today announced that Company founder, Michael T. Cullen, MD, MBA, retired as an employee of the Company, effective May 25, 2021. Dr. Cullen will continue to serve as a member of the Board of Directors and as its Chair. Most recently, Dr. Cullen was Executive Chairman of Panbela’s Board of Directors.

Dr. Cullen, a 33-year biopharmaceutical industry veteran, co-founded the company in 2011 and has continuously served as the Chairman of the Board of Directors, prior to moving into the Executive Chairman role in 2015. He previously served as Chief Medical Officer of Panbela from 2011 to 2015, and assumed the responsibilities of President and Chief Executive Officer in November 2018, following the departure of the prior President and CEO. Under his leadership, the company advanced the development of SBP-101 in metastatic pancreatic ductal adenocarcinoma.

“Dr. Cullen’s commitment and leadership has been an enormous asset for Panbela, from founding the company, to advancing through the clinic and becoming CEO, to his most recent role as executive chairman,” said Jennifer K. Simpson, PhD, MSN, CRNP, President & Chief Executive Officer. “His move from day-to-day active management as executive chairman, to presiding member of the board as its Chair, is a positive all around and speaks to the strength of his executive teambuilding, as well as Panbela’s new phase of development. Dr. Cullen’s guidance in his role as chair will be critical as we continue to advance SBP-101.”

Dr. Cullen, Chairman, commented, “I am delighted with the leadership of Dr. Simpson, who has demonstrated her expertise and professionalism as CEO and President. I look forward to continuing to work with her in overseeing development of SBP-101 as a treatment alternative for patients with pancreatic cancer as well as for expanded applications and indications.”

About SBP-101

SBP-101 is a proprietary polyamine analogue designed to induce polyamine metabolic inhibition (PMI) by exploiting an observed high affinity of the compound for pancreatic ductal adenocarcinoma and other tumors. The molecule has shown signals of tumor growth inhibition in clinical studies of US and Australian metastatic pancreatic cancer patients, suggesting potential complementary activity with an existing FDA-approved standard chemotherapy regimen. In data evaluated from clinical studies to date, SBP-101 has not shown exacerbation of bone marrow suppression and peripheral neuropathy, which can be chemotherapy-related adverse events. Recently observed serious visual adverse events are being evaluated and patients with a history of retinopathy or at risk of retinal detachment will be excluded from future SBP-101 studies. The safety data and PMI profile observed in the current Panbela sponsored clinical trial provides support for continued evaluation of SBP-101 in a randomized clinical trial.   For more information, please visit  https://clinicaltrials.gov/ct2/show/NCT03412799 .

About Panbela

Panbela Therapeutics, Inc. is a clinical-stage biopharmaceutical company developing disruptive therapeutics for patients with urgent unmet medical needs. The company’s initial product candidate, SBP-101, is for the treatment of patients with metastatic pancreatic ductal adenocarcinoma, the most common type of pancreatic cancer. Panbela Therapeutics, Inc. is dedicated to treating patients with pancreatic cancer and exploring SBP-101’s potential for efficacy in combination with other agents in other cancer indications. Further information can be found at www.panbela.com . Panbela Therapeutics, Inc. common stock is listed on The Nasdaq Stock Market LLC under the symbol PBLA.

Contact Information:

Investors: 
James Carbonara 
Hayden IR 
(646) 755-7412 
james@haydenir.com

Media: 
Tammy Groene 
Panbela Therapeutics, Inc. 
(952) 479-1196 ext. 170
IR@panbela.com