UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~March 2811, 2025

KIROMIC BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39619		46-4762913
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7707 Fannin, Suite ~~200~~140

Houston, TX, 77054

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (832) 968-4888

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(s)		Name of Each Exchange on Which Registered
Common Stock, $0.001 par value		KRBP		The ~~OTCQB~~OTC QB Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

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Item 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~January~~March 2811, 2025, Kiromic BioPharma, Inc. (the “Company”) ~~issued~~as apart ~~25%~~of ~~Senior Secured Convertible Promissory Note (~~the ~~“Note”)~~Company’s togreater ancost-reduction ~~accredited~~efforts, ~~investor (~~the ~~“Holder”).~~Company ~~The~~placed ~~Note~~31 ~~has a principal amount of $1~~employees,~~000,000,~~ ~~bears~~substantially ~~interest~~all ~~at a rate~~ of ~~25%~~its ~~per~~employees, ~~annum (the “Stated Rate”) and matures~~ on ~~January 28~~furlough, ~~2026~~effective ~~(the~~March ~~“Maturity Date”)~~12, on2025. ~~which~~During the ~~principal~~furlough, ~~balance~~impacted ~~and~~employees ~~accrued~~will ~~but~~not ~~unpaid~~be ~~interest~~allowed ~~under~~to ~~the~~work ~~Note~~on ~~shall~~Company bematters ~~due~~ and ~~payable. The Stated Rate~~ will ~~increase~~not toreceive ~~27%~~salary ~~per annum~~ or ~~the~~wages. ~~highest~~The ~~rate~~Company ~~then~~will ~~allowed~~continue ~~under~~certain ~~applicable~~benefits ~~law~~for ~~(whichever~~affected isemployees. ~~lower)~~The ~~upon~~Company ~~occurrence~~plans offor ~~an event of default, including~~ the ~~failure~~furlough ~~by the Company~~ to ~~make~~last ~~payment~~until ofadditional ~~principal~~financing oris ~~interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws~~procured.

~~The~~Additionally, ~~Holder of~~ the ~~Note~~Company’s ~~shall~~inability ~~have~~to ~~the~~pay ~~right at~~ its ~~option,~~payroll atobligations ~~any~~may ~~time~~result ~~beginning~~in onemployees ~~February~~terminating ~~28,~~their ~~2025~~relationship towith ~~convert~~ the ~~Note~~Company ~~into~~and/or ~~shares~~pursuing ~~(the~~legal ~~“Conversion~~remedies. ~~Shares”)~~Since of the Company’s ~~common~~business ~~stock,~~is ~~par~~dependent ~~value~~on ~~$0.001 per share (~~the ~~“Common~~efforts ~~Stock”),~~and attalents aof ~~price~~its ~~equal~~employees to ~~90%~~supervise ofand ~~the~~operate ~~5-day~~its ~~VWAP~~clinical ~~(as~~development ~~defined~~programs, ina ~~the~~material ~~Note)~~loss ~~for~~of ~~the~~its ~~Common~~employee ~~Stock~~base ~~beginning~~may onresult in the ~~fifth~~inability ~~day~~of ~~preceding~~ the ~~date~~Company ofto continue the ~~Notice~~Deltacel ofclinical ~~Conversion~~trial ~~(as~~and ~~defined~~develop inits ~~the~~product ~~Note)~~candidates, ~~subject~~which towould have a ~~beneficial~~material ~~ownership~~adverse ~~limitation~~effect ~~equivalent~~on ~~to 19.99% (~~the ~~“Beneficial Ownership Limitation”)~~Company.

~~The~~Forward ~~unpaid~~Looking principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however, that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i) all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note.Statements

~~The~~This ~~foregoing~~Current ~~description~~Report on Form 8-K contain “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of ~~the~~historical ~~Note~~fact, iscontained ~~qualified~~in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements contained in ~~its~~this ~~entirety~~Current byReport ~~reference~~on toForm 8-K and the ~~full~~Press ~~text~~Release may be identified by the use of words such ~~Note~~as “ensure,” a“anticipate,” ~~copy~~“believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will”, “would,” or the negative of ~~which~~these iswords ~~attached~~or ~~hereto~~other assimilar ~~Exhibit~~expressions, ~~10.1~~although ~~and~~not ~~incorporated~~all ~~herein~~forward-looking bystatements ~~reference~~contain these words.

~~Following~~Forward-looking statements are based on the ~~transaction~~Company’s ~~described~~current inexpectations ~~this~~and ~~Item~~are 1subject to inherent uncertainties, risks and assumptions that are difficult to predict.01 Further, ~~the~~certain ~~Holder~~forward-looking ~~holds~~statements ~~(i)~~are ~~the~~based ~~Note~~on ~~and~~assumptions 7as ~~previously~~to ~~issued~~future ~~promissory~~events ~~notes~~that ~~for~~may annot ~~aggregate~~prove ~~principal~~to ofbe ~~$13~~accurate.2 ~~million~~You ~~that~~should ~~remain~~not ~~issued~~place undue reliance on forward-looking statements because they involve known and ~~outstanding~~unknown risks, ~~(ii) 14~~uncertainties,~~000~~ ~~shares~~and ofother factors, which are, in some cases, beyond the Company’s ~~Series C~~control ~~Convertible~~and ~~Voting~~which ~~Preferred~~could ~~Stock~~materially affect results. Factors that may cause actual results to differ materially from current expectations include, ~~(iii) 16~~among other things,~~837.58~~ ~~shares~~those ofdescribed more fully in the section titled “Risk Factors” in the Company’s ~~Series D~~Annual ~~Convertible~~Report ~~Voting~~on ~~Preferred~~Form ~~Stock~~10-K ~~and~~filed ~~(iv)~~on 5February 14,~~997~~ ~~shares~~2025, ofand the Company’s ~~Series~~other Efilings ~~Convertible~~with ~~Voting~~the ~~Preferred~~U.S. ~~Stock~~Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is 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 issuance of the Note was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1	Form of the 25% Senior Secured Convertible Promissory Note
104	Cover Page Interactive Data File (formatted within the Inline XBRL document)

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SIGNATURES

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

	Kiromic BioPharma, Inc.
Date: February 3, 2025	By:	/s/ Pietro Bersani
Date: March 17, 2025	By:	/s/ Pietro Bersani
		Pietro Bersani
		Chief Executive Officer

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