UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 18, 2023, Kiromic BioPharma, Inc. (the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with the holder of promissory notes of the Company (the “Holder”) pursuant to which the Holder agreed to exchange aggregate principal amount of $6 million of the Company’s 25% Senior Secured Convertible Promissory Notes (the “Exchange Notes”) for 6,000 shares of Series C Convertible Voting Preferred Stock (the “Series C Stock”).
The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of such Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The exchange of the Exchange Notes for Series C Stock was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 5.03.
On July 18, 2023, the Company filed a Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Voting Preferred Stock with the Delaware Secretary of State designating 14,000 shares of its authorized and unissued preferred stock as Series C Convertible Voting Preferred Stock.
The foregoing summary of the terms of the Certificate of Amendment to the Certificate of Designation of the Series C Preferred Stock is qualified in its entirety by reference to the text of the Amendment to the Certificate of Designation, which is filed hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit Number |
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3.1 | ||
10.1 | ||
104 | Cover Page Interactive Data File (embedded within the XBRL document) |