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

January 29, 2025

Date of Report (Date of Earliest Event Reported)

Panbela Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-39468		88-2805017
(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: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

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 January 29, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Panbela Therapeutics, Inc. (the “Company”) approved retention arrangements for the Company’s employees, including our Chief Executive Officer and President, Jennifer K. Simpson, and our Vice President of Finance and Chief Financial Officer, Susan Horvath. Under the arrangements, each participant is eligible to receive a cash retention bonus so long as they remain employed through the earliest of: (a) the date the Company achieves an unrestricted cash balance in excess of $10,000,000; (b) December 31, 2025; (c) the date the Company terminates such employee’s employment without cause before December 31, 2025; and (d) the date a change in control is completed with respect to the Company. Dr. Simpson and Ms. Horvath are each eligible to receive a cash retention bonus of $186,000 and $105,000, respectively. For each retention agreement, “Cause” and “Change in Control” have the meanings set forth in the Company’s 2016 Omnibus Incentive Plan, as amended and restated.

The foregoing summary of the terms and conditions of the retention arrangements is qualified by reference to the form of letter agreement between the Company and each of Dr. Simpson and Ms. Horvath, the text of which is filed as Exhibit 10.1 to this current report and incorporated by reference as if fully set forth herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
10.1		Form of Retention Agreement dated January 29, 2025
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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.

	Panbela Therapeutics, Inc.
Date: February 4, 2025	By:	/s/ Jennifer K. Simpson
		Jennifer K. Simpson
		Chief Executive Officer

Panbela Therapeutics, Inc. 8-K