Panbela Therapeutics Announces Exercise of Warrants and Issuance of New Warrants in a Private Placement for $2.0 Million Gross Proceeds Priced At-the-Market
Panbela Therapeutics, Inc. (Nasdaq: PBLA) announces agreements with holders of existing warrants to exercise for 2,556,000 shares of common stock, raising approximately $2.0 million. The exercise of new warrants is subject to stockholder approval. The new warrants will be exercisable for up to 5,112,000 shares of common stock at an exercise price of $0.95 per share and will remain exercisable for up to five years after stockholder approval.
The transaction by Panbela Therapeutics to restructure its warrant program and raise capital through this mechanism is a strategic financial move that warrants attention from a Financial Analyst . The company's decision to incentivize the exercise of existing warrants by offering new warrants could be indicative of its need to secure immediate funding, likely for ongoing clinical development or operational expenses. The gross proceeds of approximately $2.0 million, while modest, may provide necessary liquidity but also dilute current shareholders.
One must consider the exercise price of $0.78 for the existing warrants and $0.95 for the new warrants, which reflects the company's valuation at the time of the transaction. The potential for dilution increases with the issuance of new shares upon warrant exercise, which could affect the stock price. However, the transaction also demonstrates the company's ability to raise funds without resorting to direct equity offerings, which could be more dilutive.
Investors should be aware of the implications of stockholder approval required under Nasdaq rules, as it introduces uncertainty into the transaction's finality. Additionally, the registration of the new warrants for resale mitigates the risk for warrant holders by providing liquidity options, albeit the securities are initially issued in a private placement exempt from registration under the 1933 Act.
From a Legal Expert perspective, it is crucial to understand the regulatory framework governing such transactions. The issuance of new warrants in exchange for the exercise of existing ones is subject to stockholder approval per Nasdaq rules, highlighting the importance of corporate governance and shareholder rights in the process. The registration statement on Form S-1, effective as declared by the SEC, ensures transparency and compliance with federal securities laws.
The need to file a resale registration statement for the new warrants underscores the company's obligation to facilitate the future liquidity of these securities. The mention of an exemption under the 1933 Act indicates that the company is leveraging specific legal pathways to conduct the transaction without immediate public offering requirements, a move that can expedite funding but comes with regulatory obligations and potential risks for investors.
As a Medical Research Analyst , the financial underpinnings of Panbela Therapeutics' actions are of interest due to their potential impact on the company's research and development activities. The capital raised might be pivotal for advancing clinical trials or expediting new drug applications. The urgency for funding could suggest critical stages in product development or trials that require substantial investment.
It is also essential to consider the competitive landscape in biopharmaceuticals, where timely access to capital can be a determinant of a company's ability to maintain its developmental pipeline and reach critical milestones. Delays in funding could result in missed opportunities or allow competitors to gain market advantages. Therefore, the successful exercise of these warrants and subsequent funding could influence the company's trajectory in the highly competitive and capital-intensive biopharmaceutical industry.
12/21/2023 - 09:15 AM
MINNEAPOLIS, Dec. 21, 2023 (GLOBE NEWSWIRE) -- Panbela Therapeutics, Inc. (Nasdaq: PBLA), a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs, today announced it has entered into agreements with certain holders of its existing warrants exercisable for 2,556,000 shares of its common stock, in the aggregate, to exercise outstanding warrants at the existing exercise price of $0.78 per share, in exchange for new warrants as described below. The aggregate gross proceeds from the exercise of the existing warrants is expected to total approximately $2.0 million , before deducting financial advisory fees. The exercisability of the new warrants and any resulting issuance of the shares underlying the new warrants are subject to stockholder approval in accordance with Nasdaq rules.
Roth Capital Partners is acting as the Company’s financial advisor for this transaction.
The shares of common stock issuable upon exercise of the existing warrants are registered for resale by the holders of the existing warrants pursuant to a registration statement on Form S-1 (File No.333-275733) which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 20, 2023.
In consideration for the immediate exercise of the existing warrants for cash, the exercising holders will receive new warrants to purchase shares of common stock in a private placement pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “1933 Act”). Subject to the receipt of stockholder approval for the issuance of the underlying shares of common stock, the new warrants will be exercisable for an aggregate of up to 5,112,000 shares of common stock, at an exercise price equal to the minimum exercise price under applicable Nasdaq rules, which was $0.95 per share as of the date of issuance and will remain exercisable for up to five years after stockholder approval. The new warrants and underlying shares of common stock have not been registered under the Securities Act of 1933, as amended, or applicable under state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement with the SEC to register the resale of the shares of common stock underlying the new warrants.
This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Panbela’s Pipeline
Ivospemin (SBP-101) 48% , both exceeding what is typical for the standard of care of gemcitabine + nab-paclitaxel suggesting potential complementary activity with the existing FDA-approved standard chemotherapy regimen. In data evaluated from clinical studies to date, ivospemin has not shown exacerbation of bone marrow suppression and peripheral neuropathy, which can be chemotherapy-related adverse events. Serious visual adverse events have been 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 previous Panbela-sponsored clinical trials provide support for continued evaluation of ivospemin in the ASPIRE trial.
Flynpovi™ 90% subsequent pre-cancerous sporadic adenomas versus placebo. Focusing on FAP patients with lower gastrointestinal tract anatomy in the recent Phase III trial comparing Flynpovi to single agent eflornithine and single agent sulindac, FAP patients with lower GI anatomy (patients with an intact colon, retained rectum or surgical pouch), showed statistically significant benefit compared to both single agents (p≤0.02) in delaying surgical events in the lower GI for up to four years. The safety profile for Flynpovi did not significantly differ from the single agents and supports the continued evaluation of Flynpovi for FAP.
CPP-1X
About Panbela www.panbela.com . Panbela’s common stock is listed on The Nasdaq Stock Market LLC under the symbol “PBLA”.
Cautionary Statement Regarding Forward-Looking Statements This press release contains “forward-looking statements,” including within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “can,” “continue,” “design,” “expect,” “focus,” “intend,” “may,” “plan,” “potential,” and “will.” All statements other than statements of historical fact are statements that should be deemed forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially and adversely from the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) our ability to obtain additional funding to execute our business and clinical development plans; (ii) progress and success of our clinical development program; (iii) the impact of the current COVID-19 pandemic on our ability to conduct our clinical trials; (iv) our ability to demonstrate the safety and effectiveness of our product candidates: ivospemin (SBP-101) and eflornithine (CPP-1X); (v) our reliance on a third party for the execution of the registration trial for our product candidate Flynpovi ; (vi) our ability to obtain regulatory approvals for our product candidates, SBP-101 and CPP-1X in the United States, the European Union or other international markets; (vii) the market acceptance and level of future sales of our product candidates, SBP-101 and CPP-1X; (viii) the cost and delays in product development that may result from changes in regulatory oversight applicable to our product candidates, SBP-101 and CPP-1X; (ix) the rate of progress in establishing reimbursement arrangements with third-party payors; (x) the effect of competing technological and market developments; (xi) the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims; (xii) our ability to maintain the listing of our common stock on a national securities exchange; (xiii) our ability to obtain any required stockholder approvals of the share issuances and (xiii) such other factors as discussed in Part I, Item 1A under the caption “Risk Factors” in our most recent Annual Report on Form 10-K, any additional risks presented in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K. Any forward-looking statement made by us in this press release is based on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement or reasons why actual results would differ from those anticipated in any such forward-looking statement, whether written or oral, whether as a result of new information, future developments or otherwise.
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What is the latest announcement from Panbela Therapeutics, Inc. (Nasdaq: PBLA)?
Panbela Therapeutics, Inc. (Nasdaq: PBLA) has entered into agreements with certain holders of its existing warrants to exercise for 2,556,000 shares of its common stock, raising approximately $2.0 million.
What is the expected aggregate gross proceeds from the exercise of the existing warrants?
The expected aggregate gross proceeds from the exercise of the existing warrants is approximately $2.0 million, before deducting financial advisory fees.
What are the details of the new warrants to be issued?
The new warrants will be exercisable for up to 5,112,000 shares of common stock at an exercise price of $0.95 per share and will remain exercisable for up to five years after stockholder approval.
Is the issuance of the new warrants and any resulting issuance of shares subject to any conditions?
Yes, the exercisability of the new warrants and any resulting issuance of the shares underlying the new warrants are subject to stockholder approval in accordance with Nasdaq rules.
Who is acting as the financial advisor for Panbela Therapeutics, Inc. (Nasdaq: PBLA) in this transaction?
Roth Capital Partners is acting as the Company’s financial advisor for this transaction.
