PBLA Panbela Therapeutics Inc (QB)

Panbela Therapeutics, Inc.
Index to Quarterly Report on Form 10-Q

 

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited).	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	14
Item 3.	Quantitative and Qualitative Disclosure About Market Risk.	22
Item 4.	Controls and Procedures.	22
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults Upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	25

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Panbela Therapeutics, Inc.
Condensed Consolidated Balance Sheets

(In thousands, except share amounts)

 

 

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 

 

Panbela Therapeutics, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)

(Unaudited)

 

 

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 

 

Panbela Therapeutics, Inc.

Condensed Consolidated Statements of Stockholders’ (Deficit) Equity

(In thousands, except share amounts)

(Unaudited)

 

 

 

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 

 

Panbela Therapeutics, Inc.

Condensed Consolidated Statements of Cash Flows
(In thousands)

(Unaudited)

 

 

The accompanying notes to condensed consolidated financial statements are an integral part of these statements.

 

 

Panbela Therapeutics, Inc.
Notes to Condensed Consolidated Financial Statements

 

1.

Business

 

Panbela Therapeutics, Inc. (“Panbela”) and its direct wholly owned subsidiaries: Panbela Research, Inc. (“Panbela Research”) Cancer Prevention Pharmaceuticals, Inc. (“CPP”) and Cancer Prevention Pharma (Ireland) Limited (“Cancer Prevention”) exist for the primary purpose of developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs. Panbela Therapeutics Pty Ltd is a wholly owned subsidiary of Panbela Research organized under the laws of Australia. Cancer Prevention has two wholly owned dormant subsidiaries: Cancer Prevention Pharma Limited, a United Kingdom entity, and Cancer Prevention Pharmaceuticals, LLC, an Arizona limited liability company. Panbela Therapeutics, Inc., together with its direct and indirect subsidiaries are collectively referred to throughout this report as “we,” “us,” “our,” and the “Company.”

 

The primary objective of our pipeline is the utilization of pharmacotherapies to reduce or normalize increased disease-associated polyamines using complementary pharmacotherapies. Our lead candidates are ivospemin (SBP-101) for which we have exclusively licensed the worldwide rights from the University of Florida Research Foundation, Inc., Flynpovi™ a combination of eflornithine (CPP-1X) and sulindac and eflornithine (CPP-1X) alone in tablet or sachet form. We have exclusively licensed rights from the Arizona Board of Regents of the University of Arizona to commercialize Flynpovi.

 

Reverse stock splits

 

Effective January 13, 2023, June 1, 2023, and January 18, 2024, the Company's Board of Directors approved one-for-forty, one-for-thirty, and one-for-twenty reverse stock splits of its common stock, respectively. The par value and authorized shares of the Company's common stock were not affected by the reverse stock splits. Unless specifically provided otherwise herein, all share and per share amounts of our common stock presented have been retroactively adjusted to reflect all reverse stock splits. See Note 7 for more information.

 

2.	Risks and Uncertainties

 

The Company operates in a highly regulated and competitive environment. The development, manufacturing and marketing of pharmaceutical products require approval from, and are subject to ongoing oversight by, the Food and Drug Administration (the “FDA”) in the United States, the Therapeutic Goods Administration in Australia, the European Medicines Agency in the European Union, and comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years, and is normally expected to involve substantial expenditures.

 

On March 5, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified us that the Nasdaq Hearings Panel had determined to delist our common stock and trading of our common stock was suspended on Nasdaq effective March 7, 2024. On April 17, 2024, our common stock became eligible for quotation on the OTCQB. Also in April 2024, Nasdaq filed a Form 25 Notification of Removal from Listing with the U.S. Securities and Exchange Commission (the “SEC”) and the delisting of our common stock from Nasdaq became effective ten days later.

 

We have applied to relist our common stock on the Nasdaq. No assurances can be given that we will satisfy the initial listing criteria, the application will be approved, or, if listed, that a trading market will develop or be maintained. In the interim, we intend to maintain the existing eligibility for quotation of our common stock on the OTCQB under its current symbol, “PBLA.”

 

We have incurred losses of $139.8 million since our inception in 2011. For the six months ended June 30, 2024, we incurred a net loss of $14.3 million. We also incurred negative cash flows from operating activities of approximately $10.4 million for this period. As we continue to pursue development activities and seek commercialization, we expect to incur substantial losses, which are likely to generate negative net cash flows from operating activities. As of June 30, 2024, we had cash of approximately $59,000, working capital deficit of $16.0 million, (working capital is defined as current assets less current liabilities), and stockholders’ deficit of $10.6 million. The Company’s principal sources of cash have historically included the issuance of debt and equity securities.

 

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As previously announced, our contract research organization (“CRO”) for the ASPIRE trial notified the Company of their intent to terminate our relationship as of June 15, 2024 if we were unable to pay the balance due within a satisfactory timeframe. In exchange for a $1.5 million payment made on July 26, 2024, our CRO for the ASPIRE trial has provided an extension of their intent to terminate our relationship to August 19, 2024. The payment to that CRO was funded by proceeds from a loan secured by the Company, as further described in both Note 4, titled “Liquidity and Business Plan” and Note 10, titled “Subsequent Events”. If we are unable to pay the remaining balance due, or unable to negotiate an extension, by August 16, 2024, the CRO will begin termination procedures as of August 19, 2024. The balance due totaled $11.2 million as of June 30, 2024, and is recorded in the Company’s current liabilities. If the CRO terminates the relationship, the ASPIRE trial could be delayed.

 

The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts of liabilities that might result from the outcome of these uncertainties. Our current independent registered public accounting firm included a paragraph emphasizing this going concern uncertainty in their audit report regarding our 2023 financial statements dated March 26, 2024. Our ability to continue as a going concern, realize the carrying value of our assets and discharge our liabilities in the ordinary course of business is dependent upon a number of factors, including our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our product candidates in the United States, Australia, the European Union or other markets and ultimately our ability to market and sell our product candidates. These factors, among others, raise substantial doubt about our ability to continue operations as a going concern. See Note 4 titled “Liquidity and Business Plan.”

 

3.	Basis of Presentation

 

We have prepared the accompanying interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods and as of the dates presented. Our fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2023, was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included in our most recent filed Annual Report on Form 10-K and our subsequent filings with the SEC. The nature of our business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.

 

4.	Liquidity and Business Plan

 

On July 24, 2024, Panbela and its wholly-owned subsidiary, CPP, entered into a Loan Agreement (the “Loan Agreement”) with USWM, LLC (“USWM”) by executing and delivering to the Lender a Term Promissory Note (the “USWM Term Note”). Pursuant to the Loan Agreement, Panbela and CPP obtained a term loan from USWM in the original principal amount of $1,500,000 (the “USWM Loan”). The Loan Agreement and USWM Term Note are described in more detail in Note 10 titled “Subsequent Events”.

 

On January 31, 2024, the Company completed a registered public offering of common stock and warrants to purchase shares of common stock which resulted in gross proceeds of approximately $9.0 million.

 

During the year ended December 31, 2023, the Company completed two registered offerings of common stock and warrants to purchase shares of common stock. On June 21, 2023 and January 31, 2023, the Company completed registered public offerings for gross proceeds of approximately $8.5 million and $15.0 million, respectively.

 

The Company provided inducement warrants to certain shareholders to exercise their warrants. On November 2, 2023 gross proceeds were approximately $1.9 million and on December 21, 2023 the gross proceeds were approximately $2.0 million from these transactions.

 

During 2023, the Company also sold shares of common stock via an At the Market (ATM) facility with net proceeds of approximately $1.6 million.

 

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We need to raise additional capital to support our current business plans. We may seek to raise additional funds through various sources, such as equity and debt financing, or through strategic collaborations and license agreements. We can give no assurances that we will be able to secure additional sources of funds to support our operations, or if such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This risk would increase if our clinical data were not positive or economic and market conditions deteriorate.

 

Our future success is dependent upon our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our product candidates ivospemin, Flynpovi and eflornithine in the United States or other markets and ultimately our ability to market and sell product candidates. If we are unable to obtain additional financing when needed, if our clinical trials are not successful or if we are unable to obtain marketing approval, we would not be able to continue as a going concern and would be forced to cease operations and liquidate our company.

 

There can be no assurances that we will be able to obtain additional financing on commercially reasonable terms, or at all. The sale of additional convertible debt or equity securities would likely result in dilution to our current stockholders.

 

5.	Summary of Significant Accounting Policies

 

Principles of consolidation

 

The accompanying condensed consolidated financial statements include the assets, liabilities, and expenses of the Company. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Use of estimates

 

The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties with the ongoing pandemic and control responses.

 

Research and development costs

 

Research and development costs include expenses incurred in the conduct of our clinical trials; for third-party service providers performing various testing and accumulating data related to our preclinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of drug product for our product candidates for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our product candidates; personnel costs, including salaries, benefits and share-based compensation; and costs to license and maintain licensed intellectual property.

 

We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from CROs. Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO.

 

The cost to secure certain third-party drug product for the clinical trials, which is often paid for in advance of delivery, is charged to research and development when it is received and available to be shipped to clinical sites.

 

All material CRO contracts are terminable by us upon written notice, and we are generally only liable for actual effort expended by the CROs and certain non-cancelable expenses incurred at any point of termination.

 

We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license.

 

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Stock-based compensation

 

In accounting for stock-based incentive awards, we measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the fair value of those awards on the grant date. Calculating stock-based compensation expense requires the input of highly subjective assumptions, which represent our best estimates and involve inherent uncertainties and the application of management’s judgment. Compensation cost is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. Compensation expense for performance-based stock option awards is recognized when “performance” has occurred or is probable of occurring.

 

The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility rates are based on historical company share price volatility. The assumed dividend yield is zero, as we do not expect to declare any dividends in the future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term.

 

Foreign currency translation adjustments

 

The functional currency of Panbela Therapeutics Pty Ltd is the Australian Dollar. Accordingly, assets and liabilities, and equity transactions of Panbela Therapeutics Australia Pty Ltd, are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss presented within the stockholders’ equity. During the six-month periods ended June 30, 2024 and 2023, any reclassification adjustments from accumulated other comprehensive loss to operations were inconsequential.

 

Comprehensive loss

 

Comprehensive loss consists of our net loss and the effects of foreign currency translation.

 

Net loss per share

 

Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is based on the weighted average of common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect is anti-dilutive or reduce a net loss per share. The Company’s potentially dilutive shares, which include outstanding common stock options, and warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive.

 

The following table sets forth the potential shares of common stock that were not included in the calculation of diluted net loss per share as their effects would have been anti-dilutive as of the dates indicated:

 

		June 30,
		2024				2023
Employee and non-employee stock options			607				607
Common stock issuable under common stock purchase warrants			9,090,939				10,139
			9,091,546				10,746

 

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6.	Notes Payable

 

Sucampo promissory note

 

As of June 30, 2024, CPP had a balance outstanding of approximately $4.3 million for principal and interest under an amended and restated promissory note (the “Sucampo Note). The note was issued with an initial principal amount of approximately $6.2 million in favor of Sucampo GmbH dated as of June 15, 2022. The principal balance outstanding as of June 30, 2024 is approximately $4.2 million under the Sucampo Note and it bears simple interest at a rate of 5% per annum. All unpaid principal, together with any then unpaid and accrued interest is payable as follows: (i) $1.0 million, plus all interest accrued but unpaid on or before each of January 31, 2025, and January 31, 2026; and (ii) all remaining principal plus accrued but unpaid interest on or before January 31, 2027. On March 8, 2024, the Company paid the second installment on the balance due of $1.0 million plus accrued interest of approximately $260,000. This payment was made prior to the expiration of a grace period provided by the lender. 

 

As of June 30, 2024, the Company was current in all payments due under the Sucampo Note and the accrued and unpaid interest on this note was approximately $87,000. Panbela has agreed to guarantee CPP’s payment obligations under the Sucampo Note pursuant to a Guaranty dated as of June 15, 2022.

 

7.	Stockholders’ Equity

 

Public offering of common stock and warrants January 2024

 

On January 31, 2024, the Company completed a registered public offering and issued an aggregate of 794,000 shares of its common stock, pre-funded warrants to purchase up to an aggregate of 3,581,000 shares of common stock at an exercise price of $0.001 per shares and warrants to purchase up to an aggregate of 8,750,000 shares of its common stock. The initial exercise price of the warrants is $2.06 per underlying share. The securities were issued for a combined offering price of $2.06 per share of common stock and 2 warrants, or $2.059 per pre-funded warrant and 2 warrants. Net proceeds from the offering totaled approximately $8.1 million. As of June 30, 2024, all pre-funded warrants had been exercised. The securities were offered pursuant to an effective registration statement on Form S-1.

 

Reverse stock splits

 

The Company effected a reverse stock split of one-for-twenty (1:20) on January 18, 2024. This reverse stock split was approved by the Company’s shareholders at a special meeting on December 19, 2023, and by our Board of Directors on January 13, 2024. On January 18, 2024, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-twenty (1:20) reverse stock split of the shares of the Company’s common stock, issued and outstanding, effective January 18, 2024.

 

The Company effected a reverse stock split of one-for-thirty (1:30) on June 1, 2023. This reverse stock split was approved by the Company’s shareholders at our annual shareholders meeting on May 25, 2023, and by our Board of Directors on June 1, 2023. On June 1, 2023, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-thirty (1:30) reverse stock split of the shares of the Company’s common stock, issued and outstanding, effective June 1, 2023.

 

The Company effected a reverse stock split of one-for-forty (1:40) on January 18, 2023. This reverse stock split was approved by the Company’s shareholders at our special meeting of our shareholders on November 29, 2022, and by our Board of Directors on January 5, 2023. On January 18, 2023, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-forty (1:40) reverse stock split of the shares of the Company’s common stock, issued and outstanding, effective January 18, 2023.

 

The following shares of common stock were reserved for future issuance as of the date indicated:

 

		June 30, 2024
Stock options outstanding			607
Shares available for grant under equity incentive plan			163,800
Warrants outstanding			9,090,939
			9,255,346

 

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8.	Stock-based Compensation

 

2016 Omnibus Incentive Plan

 

The 2016 Omnibus Incentive Plan, as amended (the “2016 Plan”) initially authorized the issuance of up to 116 shares of our common stock pursuant to awards granted thereunder and 164,246 shares have been added pursuant to its annual evergreen feature. As of June 30, 2024, options to purchase 561 shares of our common stock were outstanding under the 2016 Plan with a weighted average price of $14,420.00 per share and average remaining life of approximately 8.4 years. Approximately 163,800 shares of our common stock remained available for future grants under the 2016 Plan as of the same date.

 

2011 Stock Option Plan

 

Our Board of Directors ceased making awards under the Panbela Therapeutics, Inc. 2011 Stock Option Plan (the “2011 Plan”) upon the original receipt of stockholder approval for the 2016 Plan in May 2016. Awards outstanding under the 2011 Plan remain outstanding in accordance with and pursuant to the terms thereof. As of June 30, 2024, options to purchase 5 shares of our common stock remained outstanding under the 2011 Plan. The weighted average exercise price is $76,200.00 per share, and the average remaining life is approximately 0.7 years.

 

CPP’s 2010 Equity Incentive Plan

 

The Company has assumed all remaining rights and obligations with respect to CPP’s 2010 Equity Incentive Plan (the “CPP Plan”) through the issuance of replacement options. As of June 30, 2024, options to purchase 41 shares of our common stock remained outstanding under the CPP Plan, with a weighted average exercise price of $6,743.41 per share, and the average remaining contractual life was 6.2 years.

 

Stock-based compensation expense

 

General and administrative (“G&A”) and research and development (“R&D”) expenses include non-cash stock-based compensation expense as a result of our issuance of stock options. The terms and vesting schedules for stock-based awards vary by type of grant and the employment status of the grantee. The awards granted through June 30, 2024, vest based upon time-based and performance conditions. There was no unamortized stock-based compensation expense related to options granted to employees, directors, and consultants as of June 30, 2024.

 

Stock-based compensation expense for each of the periods presented is as follows (in thousands):

 

		Six Months Ended June 30,
		2024				2023
General and Administrative		$	68			$	416
Research and Development			35				93
		$	103			$	509

 

There were no options granted, exercised, cancelled, or forfeited during the six months ended June 30, 2024.

 

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Information about stock options outstanding, vested and expected to vest as of June 30, 2024 is as follows:

 

					Outstanding, Vested and Expected to Vest												Options Vested and Exercisable
Per Share Exercise Price					Shares				Weighted Average Remaining Contractual Life (Years)				Weighted Average Exercise Price				Options Exercisable				Weighted Average Remaining Contractual Life (Years)
	$300					503				8.75			$	300.00				503				8.75
$5,280	-	$7,709				39				6.50			$	5,280.00				39				6.50
$26,400	-	$98,160				37				4.79			$	79,787.03				37				4.79
$100,080	-	$362,400				28				4.79			$	194,220.00				28				4.79
	Totals					607				8.18			$	14,410.36				607				8.18

 

9.	Gain on Sale of Intellectual Property

 

In July of 2023, the Company divested certain rights, titles and interests in its eflornithine pediatric neuroblastoma program. Under the original terms of the agreement, the Company was entitled to receive up to approximately $9.5 million in non-dilutive funding in exchange for the sale of these assets. An initial payment of $0.4 million was recorded as a gain on sale of intellectual property at closing. On April 28, 2024, the Company negotiated an amendment to the agreement. In exchange for a second non-refundable payment of approximately $0.8 million the Company agreed to give up two potential future payments associated with two milestones. This nondilutive payment was received by the Company at the signing of the amendment and was recorded as a gain on sale of intellectual property. Per the amended terms, total potential payments remaining, if certain milestones are achieved, is approximately $7.6 million. The Company did not recognize a gain for any potential future payments as the milestones are not considered to be probable or measurable.

 

10.	Subsequent Events

 

On July 24, 2024, Panbela and its wholly-owned subsidiary, CPP, entered into the Loan Agreement with USWM by executing and delivering to USWM the USWM Term Note. Pursuant to the Loan Agreement, the Panbela and CPP obtained a term loan from USWM in the original principal amount of $1,500,000 (the “USWM Loan”). The USWM Loan is scheduled to mature on the first to occur of: (i) the closing of a Qualifying Financing (as defined in the USWM Term Note); (ii) the closing of a Qualifying Transaction (as defined in the USWM Term Note) (the “Transaction Maturity Date”); and (iii) December 31, 2024 (as applicable, the “Financing Maturity Date”).

 

As used in the USWM Term Note, (a) “Qualifying Financing” means any capital increase, issue of equity-linked instruments, capital stock, shares or other equivalent instruments, subordinated debt or other securities by Borrower whether through a private placement, uplisting or otherwise raising net proceeds in an aggregate amount equal to or greater than One Million Eight Hundred Seventy-Five Thousand and 00/100ths US Dollars ($1,875,000.00); and (b) “Qualifying Transaction” means the closing of any sale, assignment, license, royalty or other agreement or transaction with a third-party other than Lender having the effect of assigning, transferring or granting, or committing to assign, transfer or grant, any right, title, license or interest in, to or under Borrower’s asset known as “Ivospemin (SBP-101)” or any patent, patent application, trademark, copyright, know-how, trade secret or other intellectual property related to such asset.

 

The USWM Term Note had an original principal amount of $1,500,000 and bears interest and premium as follows: (i) interest and premium in the amount of $375,000 due and payable on the Financing Maturity Date; plus (ii) interest and premium in an amount equal to ten percent (10%) of all proceeds generated by the Company pursuant to a Qualifying Transaction (the “Qualifying Transaction Payment”), due and payable on the Transaction Maturity Date, provided, however, that the Qualifying Transaction Payment shall not exceed $1,000,000. The Company may prepay all or part of the USWM Term Note at any time without penalty.

 

The USWM Loan proceeds may only be used by the Company for payment of fees and expenses owed to its CRO for the ASPIRE trial, for other working capital purposes, and to pay any fees or expenses in connection with the USWM Loan. To secure their obligations under the Loan Agreement and USWM Term Note, Panbela and CPP entered into a Security Agreement in favor of the USWM whereby each granted to USWM a first priority security interest in all of Panbela’s and CPP’s rights, title and interest in the Asset Purchase Agreement, dated July 17, 2023, by and among USWM, Panbela, and CPP.

 

Effective as of July 31, 2024, Panbela issued a promissory note in the principal amount of $100,000 to current member of its Board of Directors, D. Robert Schemel, in exchange for a short term loan of the same amount. In accordance with our related party transaction approval policy, the transaction was approved by the audit committee of our Board of Directors, with Mr. Schemel abstaining from deliberation and voting on the matter. The promissory note is scheduled to mature on September 30, 2024 and bears interest at 10% per annum. The promissory note is subordinate to the UWSM Loan in right of repayment.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This Quarterly Report and other publicly available documents, including any documents incorporated herein and therein by reference, contain, and our officers and representatives may from time to time make, “forward-looking statements When used in the following discussion, the words “anticipates,” “intends,” “believes,” “expects,” “plans,”” seeks,” “estimates,” “likely,” “may,” “would,” “will,” and similar expressions, as they relate to us or our management, are intended to identify such forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding (i) our plans to initiate a randomized clinical trial; and (ii) our estimates of additional funds that may be required to complete our development plan and obtain necessary approvals. 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 capital, on acceptable terms or at all, required to implement our business plan; (ii) our lack of diversification and the corresponding risk of an investment in our Company and the corresponding risk of potential deterioration of our financial condition and results due to failure to diversify; (iii) our ability to obtain and maintain a listing on a national securities exchange; (iv) results, progress and success of our randomized Phase Ia/Ib and Phase II/III clinical trials; (v) potential delays or risks to the success of our randomized Phase II/III clinical trial resulting from a termination in our relationship with our CRO; (vi) our ability to demonstrate the safety and effectiveness of our product candidates: ivospemin ( SBP-101 ), Flynpovi, and eflornithine (CPP-1X)  (vii) our ability to obtain regulatory approvals for our product candidates, SBP-101, Flynpovi and CPP-1X in the United States, the European Union or other international markets; (viii) the market acceptance and level of future sales of our product candidates, SBP-101, Flynpovi and CPP-1X ; (ix) the cost and delays in product development that may result from changes in regulatory oversight applicable to our product candidates, SBP-101, Flynpovi and CPP-1X ; (x) the rate of progress in establishing reimbursement arrangements with third-party payors; (xi) the effect of competing technological and market developments; (xii) the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims; 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 Quarterly Report 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.

 

 

Overview

 

Panbela Therapeutics, Inc. (“Panbela” and together with its direct and indirect subsidiaries, “we,” “us,” “our,” and the “Company”) is a clinical stage biopharmaceutical company developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs.

 

The Company’s lead assets are ivospemin (SBP-101), Flynpovi^TM (eflornithine (CPP-1X) and sulindac), and eflornithine (CPP-1X), which provide a multi-targeted approach to reset dysregulated biology present in many types of diseases such as cancer and autoimmunity. Many tumors require greatly elevated levels of polyamines to support their growth and survival. These agents target the polyamine pathway at complementary junctions, which have been shown to be altered in disease. In particular, our lead assets have the potential to suppress and prevent tumor growth, enhance anti-tumor activity of other anti-cancer agents, and modulate the immune system.

 

 

The Company has exclusively licensed the worldwide rights to ivospemin from the University of Florida Research Foundation, Inc. The Company also has an exclusive worldwide license to commercialize Flynpovi from the Arizona Board of Regents of the University of Arizona.

 

As Panbela is focused on utilizing a polyamine platform to develop disruptive therapeutics for the treatment of patients with urgent unmet medical needs, we are engaged in two sponsored research agreements to evaluate the polyamines individually and combined for various diseases. At present, the collaboration with Johns Hopkins University School of Medicine has been focused on mechanism of action and solid tumors while the MD Anderson Cancer Center has been focused on the hematologic malignancies. An abstract about SBP-101 and CPP-1X (also known as DFMO or Eflornithine) research in multiple myeloma (cell lines), was accepted for an online publication on the American Society of Hematology (ASH) meeting site in the November 2023 supplemental issue of the journal Blood.

 

Ivospemin (SBP-101)

 

In 2015, the FDA accepted our Investigational New Drug (“IND”) application for our ivospemin product candidate. In May of 2022 we were notified that the United States Adopted Names (“USAN”) had adopted ivospemin as a USAN for SBP-101. The USAN information on ivospemin was posted on the USAN Web site (www.ama-assn.org/go/usan).

 

We have completed an initial clinical trial of ivospemin in patients with previously treated locally advanced or metastatic pancreatic cancer. This was a Phase I, first-in-human, dose-escalation, safety study. From January 2016 through September 2017, we enrolled twenty-nine patients into six cohorts, or groups, in the dose-escalation phase of the Phase I trial. No drug-related bone marrow toxicity or peripheral neuropathy was observed at any dose level. In addition to being evaluated for safety, 23 of the 29 patients were evaluable for preliminary signals of efficacy prior to or at the eight-week conclusion of their first cycle of treatment using the Response Evaluation Criteria in Solid Tumors (“RECIST”), the currently accepted standard for evaluating change in the size of tumors.

 

In 2018, we began enrolling patients in our second clinical trial, a Phase Ia/Ib study of the safety, efficacy and pharmacokinetics of ivospemin administered in combination with two standard-of-care chemotherapy agents, gemcitabine and nab-paclitaxel. A total of 25 subjects were enrolled in four cohorts to evaluate the dosage level and schedule. An additional 25 subjects were enrolled in the expansion phase of the trial. Interim results were presented in January of 2022. Best response in evaluable subjects (cohorts 4 and Ib N=29) was a CR in 1 (3%), PR in 13 (45%), SD in 10 (34%) and PD in 5 (17%). One subject did not have post baseline scans with RECIST tumor assessments. Median PFS, now final at 6.5 months, may have been negatively impacted by drug dosing interruptions to evaluate potential toxicity. Median overall survival in cohort 4 + Phase Ib was 12.0 months when data was presented in January 2022 and is now final at 14.6 months. Two patients from cohort 2 have demonstrated long term survival. One at 30.3 months (final data) and one at 33.0 months and were still alive at database lock on March 18, 2022. Six additional subjects from cohort 4 and Phase Ib are still alive at database lock.

 

In January of 2022, the Company announced the initiation of a new clinical trial. Referred to as ASPIRE, the trial is a randomized double-blind placebo-controlled trial in combination with gemcitabine and nab-paclitaxel, a standard pancreatic cancer treatment regimen in patients previously untreated for metastatic pancreatic cancer. The trial will be conducted globally at approximately 94 sites in the United States, Europe and Asia – Pacific. The Company announced the first patient enrolled in the trial in Australia in August of 2022. In September 2022, the Company announced that they had obtained regulatory approval to open sites in Spain, France and Italy. On June 30, 2024 there were 89 sites open in 10 countries.

 

The trial was originally designed as a Phase II/III with a smaller initial sample size. In response to European and FDA regulatory feedback, the study was amended to include the total trial sample size (600) and the design was modified to utilize overall survival (the primary endpoint) to be examined at interim analysis as well. All countries are open, and the full complement of sites are also open as of June 30, 2024. The independent Data Safety Monitoring Board (DSMB) has met three times for a prespecified safety analysis, most recently in June 2024, and recommended the trial continue without modification. On January 25, 2024, the Company announced that the trial had exceeded 50% enrollment and projects that full enrollment will be completed by the first quarter of 2025. The interim data analysis based on overall survival was originally projected to be available by the middle of 2024. The Company announced on April 22, 2024 that the interim analysis is now expected in the first quarter of 2025, as the patients are living longer than expected which may suggest a survival benefit. On June 24, 2024, the Company reaffirmed the enrollment completion in Q1 2025 and the interim analysis is still expected in early 2025.

 

In early April 2024, the Company announced a poster presentation highlighting the results for ivospemin as a polyamine metabolism modulator in ovarian cancer at the American Association for Cancer Research Annual Conference. The poster concludes that the treatment of C57Bl/6 mice containing VDID8⁺ ovarian cancer with SBP-101 in combination with doxorubicin significantly prolonged survival and decreased overall tumor burden. The results suggest that SBP-101 in combination with doxorubicin may have a role in the clinical management of ovarian cancer, in particular the difficult to treat platinum-resistant population where few options exist and the Company intends to continue pre-clinical and clinical studies in ovarian cancer.

 

Additional clinical trials may be required for FDA or other country approvals. The cost and timing of additional clinical trials are highly dependent on the nature and size of the trials.

 

 

Flynpovi (eflornithine (CPP-1X) and sulindac)

 

In 2009, the FDA accepted our IND application for the combination product, Flynpovi, product candidate.

 

In a Phase III study, the efficacy and safety of the combination of eflornithine and sulindac known as Flynpovi, as compared with either drug eflornithine or sulindac alone, in adults with familial adenomatous polyposis (“FAP”) was conducted. A total of 171 patients underwent randomization. Disease progression occurred in 18 of 56 patients (32%) in the Flynpovi group, 22 of 58 (38%) in the sulindac group, and 23 of 57 (40%) in the eflornithine group, with a hazard ratio of 0.71 (95% confidence interval (“CI”), 0.39 to 1.32) for Flynpovi as compared with sulindac (p = 0.29) and 0.66 (95% CI, 0.36 to 1.23) for Flynpovi as compared with eflornithine. In a post-hoc analysis, none of the patients in the Flynpovi arm progressed to a need for lower gastrointestinal (“LGI”) surgery for up to 48 months compared with 7 (13.2%) and 8 (15.7%) patients in the sulindac and eflornithine (CPP-1X) arms. These data corresponded to risk reductions for the need for LGI surgery approaching 100% between Flynpovi and either monotherapy with HR = 0.00 (95% CI, 0.00–0.48; p = 0.005) for Flynpovi versus sulindac and HR = 0.00 (95% CI, 0.00–0.44; p = 0.003) for Flynpovi versus eflornithine. Given the statistical significance of the LGI group, a new drug application (“NDA”) was filed with the FDA. As the study failed to meet the primary endpoint, and the NDA was based on the results of an exploratory analysis, a complete response letter was issued. To address this deficiency concern, the Company must submit the results of one or more adequate and well-controlled clinical trials which demonstrate an effect on a clinical endpoint.

 

In April of 2023, the Company regained the North American rights to develop and commercialize Flynpovi in patients with FAP, as a result of the termination of the licensing agreement between CPP and One-Two Therapeutics Assets Limited. The Company plans to seek FDA and EMA guidance on a registration path with a focus on the LGI patient population.

 

We also have an ongoing double-blind placebo-controlled trial of Flynpovi to prevent recurrence of high-risk adenomas and second primary colorectal cancers in patients with stage 0-III colon or rectal cancer, Phase III – Preventing Adenomas of the Colon with Eflornithine and Sulindac (“PACES”). The purpose of this study is to assess whether the combination of eflornithine and sulindac (compared to corresponding placebos) has efficacy against colorectal lesions with respect to high-grade dysplasia, adenomas with villous features, adenomas one cm or greater, multiple adenomas, any adenomas >/= 0.3 cm, total advanced colorectal events, or total colorectal events. The PACES trial is funded by the National Cancer Institute (“NCI”) in collaboration with Southwest Oncology Group (“SWOG”). The Company announced on June 28, 2023 that the PACES trial passed a pre-planned futility analysis.

 

Eflornithine (CPP-1X)/eflornithine sachets (CPP-1X-S)

 

In 2009 and 2018, the FDA accepted our IND applications for eflornithine.

 

There is a trial evaluating eflornithine sachets in STK11 mutation patients with non-small cell lung cancer that is open and recruiting patients and we hope to have the first patient enrolled in the first half of this year. For eflornithine tablets, a Phase II trial in early onset Type I diabetes was opened on January 11, 2023 in collaboration with Indiana University and the Juvenile Diabetes Research Foundation (“JDRF”). Two poster presentations were given discussing the Phase I T1D results one at the Endocrine Society meeting and the other at the Immunology of Diabetes Society Meeting in June 2023. Additionally, eflornithine is being evaluated with high dose testosterone and enzalutamide in metastatic castration-resistant prostate cancer in a phase II trial.

 

On June 10, 2024, the Company announced the Oral Presentation at Digestive Disease Week (DDW): Evaluation of the Safety and Efficacy of Eflornithine (Difluoromethylornithine, DFMO) in Patients with Gastric Premalignant Conditions in the High Incidence Areas of Latin America. The results of the study demonstrated that eflornithine reduced DNA damage long-term in patients after completing treatment, as measured by pH2AX immunostaining, a DNA damage marker was significantly lower at the 24 month vs. 18 month time point in the eflornithine group and unchanged in the placebo group.

 

On July 17, 2023, the Company divested certain rights, titles and interests in its eflornithine pediatric neuroblastoma program. Included in these assets is an ongoing trial evaluating eflornithine sachets in relapsed refractory neuroblastoma supported by the Children’s Oncology Group (“COG”) /NCI. Under the terms of the agreement with US World Meds®, the Company is entitled to receive up to approximately $9.5 million in non-dilutive funding in exchange for the sale of these assets. An initial payment of $400,000 was received by the Company at the time of closing, remaining payments will be receivable if the acquiring company successfully completes certain milestones related to clinical development, regulatory approval and commercial sales. In April 2024, an additional upfront payment of $0.8 million was made to the Company in exchange for an amendment which reduced certain future milestones. After this amendment the Company is now entitled to receive up to approximately $7.6 million in addition to the funding already received.

 

 

Financial Overview

 

On January 18, 2024, we effected a reverse stock split at a ratio of one-for-twenty (1:20) shares of the Company’s common stock. On June 1, 2023, we effected a reverse stock split at a ratio of one-for-forty (1:30) shares of the Company’s common stock and on January 13, 2023, we effected a reverse stock split at a ratio of one-for-forty (1:40) shares of the Company’s common stock. All share and per share amounts of our common stock presented have been retroactively adjusted to reflect these reverse stock splits.

 

We have incurred losses of $139.8 million since 2011. For the six months ended June 30, 2024, we incurred a net loss of $14.3 million. We also incurred negative cash flows from operating activities of approximately $10.4 million for this period. We expect to continue to incur substantial losses, which will generate negative net cash flows from operating activities, as we continue to pursue research and development activities and commercialize.

 

Our cash was approximately $0.1 million and $2.6 million as of June 30, 2024 and December 31, 2023, respectively. A decrease of $2.5 million in cash for the six months ended June 30, 2024 was due to $10.4 million negative cash flow from operations offset in part by $0.8 million of net investing activities and $7.1 million of net financing activities. Cash used in operations was significantly reduced during the second quarter as the Company’s current liabilities were increased. Net financing activities included a registered public offering of common stock, pre-funded warrants, and warrants with net proceeds of approximately $8.1 million. In the same period, the Company also recorded $1.0 million in loan repayments.

 

We need to raise additional capital immediately to continue our operations and execute our business plan, including completing required future trials and pursuing regulatory approvals in the United States, the European Union, and other international markets. Historically we have financed our operations principally from the sale of equity securities and debt. While we have been successful in the past in obtaining the necessary capital to support our operations and we are likely to seek additional financing through similar means, there is no assurance that we will be able to obtain additional financing under commercially reasonable terms and conditions, or at all. This risk would increase if our clinical data were not positive or if economic or market conditions deteriorate. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

 

If we are unable to obtain additional financing, we would need to take further actions to scale back our operations, taking actions which may include, among other things, reducing use of outside professional service providers, reducing staff or staff compensation, significantly modifying, or delaying the development of our product candidates, licensing to third parties the rights to commercialize our product candidates, or ceasing operations.

 

Recent Developments

 

On March 5, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified us that the Nasdaq Hearings Panel had determined to delist our common stock and trading of our common stock was suspended on Nasdaq effective March 7, 2024. On April 17, 2024, our common stock became eligible for quotation on OTCQB. Also in April 2024, Nasdaq filed a Form 25 Notification of Removal from Listing with the U.S. Securities and Exchange Commission (the “SEC”) and the delisting of our common stock from Nasdaq became effective ten days later.

 

We have applied to relist our common stock on the Nasdaq. No assurances can be given that we will satisfy the initial listing criteria, the application will be approved, or, if listed, that a trading market will develop or be maintained. In the interim, we intend to maintain the existing eligibility for quotation of our common stock on the OTCQB under its current symbol, “PBLA.”

 

To meet the initial listing requirements for Nasdaq, the closing bid price of our common stock must meet or exceed $4.00 per share at the close of this offering. At a special meeting of stockholders held on May 28, 2024, we obtained approval from our stockholders proposed amendment to our Amended and Restated Certificate of Incorporation to effect a reverse stock split of our outstanding common stock at a reverse stock split ratio ranging from any whole number between 1-for-10 and 1-for-45, subject to and as determined by our Board of Directors. The primary reason we sought stockholder approval of the reverse stock split is to attempt to increase the per share market price of our common stock to exceed the minimum closing bid price of our common stock. Our Board of Directors has approved a reverse stock split ratio of 1-for-45, to be applied if and when the pending reverse stock split is effected.

 

 

As previously announced, our contract research organization (“CRO”) for the ASPIRE trial notified the Company of their intent to terminate our relationship as of June 15, 2024 if we were unable to pay the balance due by that date. In exchange for a $1.5 million payment made on July 26, 2024, our CRO for the ASPIRE trial has provided an extension of their intent to terminate our relationship to August 19, 2024. The payment to that CRO was funded by proceeds from the USWM Loan, as further described in Note 10, titled “Subsequent Events.” If we are unable to pay the remaining balance due, or unable to negotiate an extension, by August 16, 2024, the CRO has indicated that it will begin termination procedures as of August 19, 2024. The balance due totaled $9.7 million at August 7, 2024 and is recorded in the Company’s current liabilities. If the CRO terminates the relationship, the ASPIRE trial could be delayed.

 

Results of Operations

 

Comparison of the results of operations (in thousands):

 

		Three Months Ended June 30,												Six Months Ended June 30,
		2024				2023				Percent Change				2024				2023				Percent Change
Operating Expenses
General and administrative		$	1,106			$	1,643				-32.7	%		$	2,310			$	2,995				-22.9	%
Research and development			6,997				4,234				65.3	%			12,519				7,750				61.5	%
Total operating expenses			8,103				5,877				37.9	%			14,829				10,745				38.0	%
Other income (expense), net			964				(103	)			-1035.9	%			431				(355	)			-221.4	%
Income tax benefit			-				147				-				138				149				-7.4	%
Net Loss		$	(7,139	)		$	(5,833	)			22.4	%		$	(14,260	)		$	(10,951	)			30.2	%

 

Research and development (“R&D”) and general and administrative (“G&A”) expenses include non-cash share-based compensation expense resulting from our issuance of stock options. We expense the fair value of equity awards over their vesting periods. The terms and vesting schedules for share-based awards vary by type of grant and the employment status of the grantee. The awards granted through June 30, 2024 vest upon performance or time-based conditions. We expect to record additional non-cash share-based compensation expense in the future, which may be significant.

 

The following table summarizes the stock-based compensation expense in our statements of comprehensive loss:

 

		Six Months Ended June 30,
		2024				2023
General and administrative		$	68			$	416
Research and development			35			$	93
Total stock based compensation		$	103			$	509

 

 

Three months ended June 30, 2024 and June 30, 2023

 

General and administrative expense

 

Our G&A expenses decreased 32.7% to $1.1 million in the second quarter of 2024 down from $1.6 million in the second quarter of 2023. The decrease is due primarily to reduced legal and other professional services.

 

Research and development expense

 

Our R&D expenses increased 65.3% to $7.0 million in the second quarter of 2024 up from $4.2 million in the second quarter of 2023. This increase is primarily due to significant growth in the number of active sites and enrollment in project ASPIRE.

 

Other income (expense), net

 

Other income, net, was approximately $1.0 million for the three months ended June 30, 2024. Other income for this period includes $0.8 million from the gain on sale of intellectual property and $0.2 million foreign currency exchange gain on the intercompany receivable balance. This income was reduced by interest expense on one promissory note.

 

Other expense, net, was approximately $0.1 million for the three months ended June 30, 2023. Other expense in the three months ended June 30, 2023, is related to foreign currency exchange loss on the intercompany receivable balance and interest expense on two promissory notes.

 

Income tax benefit

 

No income tax benefit was recorded for the three months ended June 30, 2024 which is down from $147,000 for the three months ended June 30, 2023. Our income tax benefit is derived primarily from refundable tax credits associated with our R&D activities conducted in Australia. The ASPIRE trial is being conducted in several countries across the world, including four clinical sites in Australia as of June 30, 2024. Costs incurred to do research in Australia are available for this refundable credit.

 

Six months ended June 30, 2024 and June 30, 2023

 

General and administrative expense

 

Our G&A expenses decreased 22.9% to $2.3 million in the six months ended June 30, 2024 down from $3.0 million in the six months ended June 30, 2023. The decrease is due primarily to reduced legal and other professional services.

 

Research and development expense

 

Our R&D expenses increased 61.5% to $12.5 million in the six months ended June 30, 2024 up from $7.8 million in the six months ended June 30, 2023. R&D expenses increased $4.7 million in the first six months of 2024 due to increased sites and subject enrollments in the ASPIRE trial. The ASPIRE trial will continue to drive increased costs versus the prior year as the number of sites approaches the planned total and enrollment increases as these new sites begin to enroll.

 

Other income (expense), net

 

Other income, net, was approximately $0.4 million for the six months ended June 30, 2024. Other income for this period is related to the gain on sale of intellectual property, partially offset by foreign currency exchange loss on the intercompany receivable balance and interest expense on one promissory note.

 

 

Other expense, net, was approximately $0.4 million for the six months ended June 30, 2023, which was related to foreign currency exchange loss on the intercompany receivable balance and interest expense on two promissory notes.

 

Income tax benefit

 

Income tax benefit decreased to $138,000 for the six months ended June 30, 2024 down from $149,000 for the six months ended June 30, 2023. Our income tax benefit is derived primarily from refundable tax credits associated with our R&D activities conducted in Australia.

 

Liquidity and Capital Resources

 

The following table summarizes our liquidity and capital resources as of June 30, 2024 and December 31, 2023, and our cash flow data for the six months ended June 30, 2024 and 2023. It is intended to supplement the more detailed discussion that follows (in thousands):

 

Liquidity and Capital Resources
		June 30, 2024				December 31, 2023
Cash		$	59			$	2,578
Working capital (deficit)		$	(16,016	)		$	(9,258	)

 

 

Cash Flow Data		Six Months Ended June 30,
		2024				2023
Cash Provided by (Used in):
Operating Activities		$	(10,373	)		$	(15,492	)
Investing Activities			775				-
Financing Activities			7,082				21,412
Effect of exchange rate changes on cash			(3	)			-
Net increase (decrease) in cash		$	(2,519	)		$	5,920

 

Working Capital

 

Our total cash and cash equivalents were $0.1 million and $2.6 million as of June 30, 2024, and December 31, 2023, respectively. We had $16.8 million in current liabilities and a working capital deficit of $16.0 million as of June 30, 2024, compared to $12.3 million in current liabilities and working capital deficit of $9.3 million as of December 31, 2023. Working capital is defined as current assets less current liabilities.

 

 

Cash Flows

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities was approximately $10.4 million in the six months ended June 30, 2024, compared to approximately $15.5 million in the six months ended June 30, 2023. The net cash used in each of these periods primarily reflects the net loss for these periods and is adjusted by the effects of changes in operating assets and liabilities.

 

Net Cash Provided by Investing Activities

 

Cash provided by investing activities includes $0.8 million of proceeds from the sale of intellectual property in the six months ended June 30, 2024.

 

Net Cash Provided by Financing Activities

 

Net cash provided by financing activities was approximately $7.1 million for the six months ended June 30, 2024, compared to approximately $21.4 million in the six months ended June 30, 2023. The cash provided for the six months ended June 30, 2024 represents the $8.1 million proceeds from the sale of common stock and warrants, partially offset by the $1.0 million payment made on one promissory note. The cash provided for the six months ended June 30, 2023 represents the $23.1 million proceeds from the sale of common stock and warrants, partially offset by the $1.7 million payment and payoff of promissory notes.

 

Capital Requirements

 

As we continue to pursue our operations and execute our business plan, including the completion of the clinical development plan for our initial product candidate, ivospemin, in pancreatic cancer, and pursuing regulatory approvals in the United States, the European Union and other international markets, we expect to continue to incur substantial and increasing losses, which will continue to generate negative net cash flows from operating activities.

 

Our future capital uses and requirements depend on numerous current and future factors. These factors include, but are not limited to, the following:

 

●

the progress of clinical trials required to support our applications for regulatory approvals, including the completion of our global, randomized registration trial (ASPIRE) initiated in January of 2022;

 

●

the cost to implement development efforts for ivospemin in ovarian cancer and expand development efforts for assets acquired as the result of the acquisition of CPP;

 

●

the cost, if any, to develop our product candidate, Flynpovi;

 

●

the cost to develop eflornithine in various indications if early clinical trials underway now, and funded through third party collaborations, are successful;

 

●

our ability to demonstrate the safety and effectiveness of our product candidates;

 

●

our ability to obtain regulatory approval of our product candidates in the United States, the European Union or other international markets;

 

●

the cost and delays in product development that may result from changes in regulatory oversight applicable to our product candidates;

 

●

the market acceptance and level of future sales of our product candidates;

 

●

the rate of progress in establishing reimbursement arrangements with third-party payors;

 

●

the effect of competing technological and market developments; and

 

●

the costs involved in filing and prosecuting patent applications and enforcing or defending patent claims.

 

As of June 30, 2024, we did not have any existing credit facilities under which we could borrow funds. Historically we have financed our operations principally from the sale of equity securities and debt. While we have been successful in the past in obtaining the necessary capital to support our operations and we are likely to seek additional financing through similar means, there is no assurance that we will be able to obtain additional financing under commercially reasonable terms and conditions, or at all.

 

 

Indebtedness

 

CPP issued to Sucampo GmbH (“Sucampo”) an Amended and Restated Promissory Note (the “Sucampo Note”) on June 15, 2022 for the principal sum of approximately $6.2 million. The note bears simple interest on any outstanding principal amount at a rate of 5% per annum. All unpaid principal, together with any then unpaid and accrued interest, is payable as follows: (i) $1.0 million, plus all interest accrued but unpaid on each of January 31, 2025 and January 31, 2026; and (ii) all remaining Principal plus accrued but unpaid interest on or before January 31, 2027. The Company made the scheduled January 31, 2024 payment of $1.0 million plus accrued interest within the lender provided grace period. The outstanding principal balance on June 30, 2024 was approximately $4.2 million. Accrued and unpaid interest as of June 30, 2024 totaled approximately $87,000.

 

Panbela has provided a Guarantee of CPP’s payment obligations in favor of Sucampo for the full amount of the Sucampo Note.

Subsequent to the end of the second quarter, on July 24, 2024, Panbela and its wholly-owned subsidiary, Cancer Prevention Pharmaceuticals, Inc. (“CPP”), entered into a Loan Agreement (the “Loan Agreement”) with USWM, LLC (“USWM”). Pursuant to the Loan Agreement, the Panbela and CPP obtained a term loan from USWM in the original principal amount of $1,500,000 (the “USWM Loan”) The USWM Loan is scheduled to mature on the first to occur of: (i) the closing of a Qualifying Financing (as defined in the Term Note); (ii) the closing of a Qualifying Transaction (as defined in the Term Note) (the “Transaction Maturity Date”); and (iii) December 31, 2024 (as applicable, the “Financing Maturity Date”).

 

The Term Note is in the original principal amount of $1,500,000 and bears interest and premium as follows: (i) interest and premium in the amount of $375,000 due and payable on the Financing Maturity Date; plus (ii) interest and premium in an amount equal to ten percent (10%) of all proceeds generated by the Company pursuant to a Qualifying Transaction (the “Qualifying Transaction Payment”), due and payable on the Transaction Maturity Date, provided, however, that the Qualifying Transaction Payment shall not exceed $1,000,000. Panbela and CPP may prepay all or part of the Term Note at any time without penalty. Pursuant to the Loan Agreement, Panbela and CPP have entered into a Security Agreement granting the Lender certain rights in collateral.

 

Effective as of July 31, 2024, Panbela issued a promissory note in the principal amount of $100,000 to current member of our Board of Directors, D. Robert Schemel, in exchange for a short-term loan of the same amount. In accordance with our related party transaction approval policy, the transaction was approved by the audit committee of our Board of Directors, with Mr. Schemel abstaining from deliberation and voting on the matter. The promissory note is scheduled to mature on September 30, 2024 and bears interest at 10% per annum. The promissory note is subordinate to the UWSM Loan in right of repayment. The foregoing description of the promissory note does not purport to be complete and is qualified by reference to the full text of the promissory note and subordination agreement, which are filed as Exhibits 10.6 and 10.7 to this quarterly report, respectively.

 

Critical Accounting Estimates

 

The accounting estimates used in preparing our interim fiscal 2024 condensed consolidated financial statements are the same as those described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, we are not required to provide disclosure pursuant to this item.

 

Item 4.

Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. As of the date of this filing, management has not identified any material weaknesses. We believe that our internal control system provides reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements. All internal controls over financial reporting, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention or overriding of controls. Therefore, even effective internal controls over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal controls over financial reporting may vary over time.

 

 

As of the end of the period covered by this quarterly report, the Company’s management conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2024 our disclosure controls and procedures were effective in ensuring that information relating to the Company required to be disclosed in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes to Internal Control Over Financial Reporting

 

We have not identified any change in our internal control over financial reporting during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1.

Legal Proceedings.

 

None.

 

Item 1A.

Risk Factors.

 

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Form 10-K”), which could materially affect our business, financial condition or future results.

 

There have been no material changes in the risk factors disclosed in the Form 10-K, except the following risk associated with our common stock has been updated as follows:

 

Failure to obtain or maintain a listing of our common stock on a national securities exchange could seriously harm the liquidity of our stock and our ability to raise capital.

 

Nasdaq completed the delisting of our common stock by filing a Form 25 Notification of Delisting with the SEC on April 24, 2024. Our common stock became eligible for quotation on the OTCQB market starting on April 16, 2024, under the symbol “PBLA.” We have applied to relist our common stock on the Nasdaq. No assurances can be given that we will satisfy the listing criteria, our application will be approved, or that a trading market will develop or be maintained. Our share price on the OTCQB may not be indicative of the market price on Nasdaq if we become listed.

 

If, for any reason, we were unable to obtain listing on Nasdaq or another reputable national securities exchange, a reduction in some or all of the following may occur, each of which could materially adversely affect our stockholders:

 

	●	the liquidity and marketability of our common stock;
	●	the market price of our common stock;

 

●

our ability to obtain financing for the continuation of our operations;

 

●

the number of institutional and general investors that will consider investing in our common stock;

 

●

the number of market makers in our common stock;

 

●

the availability of information concerning the trading prices and volume of our common stock; and

 

●

the number of broker-dealers willing to execute trades in shares of our common stock.

 

 

In addition, if we cannot obtain or maintain a listing on a national securities exchange, we may have to continue trading on a less recognized or accepted market, such as the OTCQB, our stock would continue to be traded as a “penny stock”, which would make transactions in our stock more difficult and cumbersome, and we may be unable to access capital on favorable terms or at all, as companies trading on alternative markets may be viewed as less attractive investments with higher associated risks, such that existing or prospective institutional investors may be less interested in, or prohibited from, investing in our common stock. This may also cause the market price of our common stock to decline further. 

 

The protection provided by the federal securities laws relating to forward-looking statements may not apply to us. The lack of this protection could harm us in the event of an adverse outcome in a legal proceeding relating to forward-looking statements made by us.

 

Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to certain issuers, including “penny stock” issuers. If we are determined to have issued a “penny stock,” we will not have the benefit of this statutory safe harbor protection in the event of certain legal actions based upon forward-looking statements. The lack of this protection in a contested proceeding could harm our financial condition and, ultimately, the value of our common stock.

 

Our common stock is eligible for quotation on the over-the-counter-market but not listed on any national securities exchange.

 

Our shares of common stock are eligible for quotation on the OTCQB tier of the over-the-counter markets. Despite eligibility for quotation, no assurance can be given that any market for our common stock will be maintained for any period of time. Quotation on the over-the-counter markets is generally understood to be a less active, and therefore less liquid, trading market than other types of markets such as a national securities exchange. In comparison to a listing on a national securities exchange, quotation on the over-the-counter markets is expected to have an adverse effect on the liquidity of shares of our common stock, both in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in analyst and media coverage. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and ask prices for our common stock.

 

Due to our reliance on third parties to conduct our clinical trials, we are unable to directly control the timing, conduct, expense and quality of our clinical trials, which could adversely affect our clinical data and results and related regulatory approvals.

 

We rely on independent third-party CROs to conduct many of our clinical trials, including document preparation, site identification, screening and preparation, pre-study visits, training, program management and bio-analytical analysis. Many important aspects of the services performed for us by the CROs are out of our direct control. Due to recent cash constraints, we have been unable to stay current with payments to the CRO for the ASPIRE trial. In May 2024, we were notified by the CRO of their intent to terminate their relationship with us if we were unable to pay the balances due in a satisfactory timeframe. In exchange for a $1.5 million payment made on July 26, 2024, our CRO for the ASPIRE trial has provided an extension of their intent to terminate our relationship to August 19, 2024. The payment to that CRO was funded by proceeds from the USWM Loan. If we are unable to pay the balance due, or unable to negotiate an extension, by August 16, 2024, the CRO has indicated that it will begin termination procedures as of August 19, 2024. The balance due totaled $9.7 million as of August 7, 2024, and is recorded in the Company’s current liabilities If the CRO terminates the relationship, the ASPIRE trial could be delayed.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.

Defaults Upon Senior Securities.

 

None.

 

Item 4.

Mine Safety Disclosures.

 

Not applicable.

 

Item 5.

Other Information.

 

During the three months ended June 30,2024, no director or officer (as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

 

24

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Item 6.

Exhibits.

 

Exhibit No.		Description		Manner of Filing
3.1		Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on January 17, 2023)		Incorporated by Reference
3.2		Certificate of Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed May 31, 2023)		Incorporated by Reference
3.3		Certificate of Amendment of Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on January 19, 2024)		Incorporated by Reference
3.4		Certificate of Designation of Series A Preferred Stock, dated April 23, 2024 (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on April 25, 2024)		Incorporated by Reference
3.5		Certificate of Elimination of Series A Preferred Stock, dated June 28, 2024 (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on July 3, 2024)		Incorporated by Reference
3.6		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed on April 18, 2023)		Incorporated by Reference
4.1		Form of Warrant Agency Agreement by and between Panbela Therapeutics, Inc. and VStock Transfer, LLC (incorporated by reference to Exhibit 4.16 to registration statement on Form S-1 filed on January 4, 2024)		Incorporated by Reference
4.2		Form of Class E Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to current report on Form 8-K filed on January 29, 2024)		Incorporated by Reference
4.3		Form of Class F Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.4 to current report on Form 8-K filed on January 29, 2024)		Incorporated by Reference
10.1		Subscription and Investment Representation Agreement, dated April 23, 2024 (incorporated by reference to Exhibit 10.1 of current report on Form 8-K filed on April 25, 2024)		Incorporated by Reference
10.2		Loan Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.1 of current report on form 8-K filed on July 30, 2024)		Incorporated by Reference
10.3		Term Promissory Note, dated July 24, 2024 (incorporated by reference to Exhibit 10.2 of current report on Form8-K filed on July 30, 2024)		Incorporated by Reference
10.4		Security Agreement, dated July 24, 2024 (incorporated by reference to Exhibit 10.3 of current report on Form 8-K filed on July 30, 2024)		Incorporated by Reference
10.5		Waiver by and among Panbela Therapeutics, Inc., Cancer Prevention, Pharmaceuticals, LLC and USWM, LLC, dated August 8, 2024		Filed Electronically
10.6		Subordinated Promissory Note, dated as of August 8, 2024		Filed Electronically
10.7		Subordination Agreement, dated as of August 8, 2024		Filed Electronically
31.1		Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed Electronically
31.2		Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) Under the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed Electronically
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Filed Electronically
32.2		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Filed Electronically
101		Financial statements from the quarterly report on Form 10-Q of Panbela Therapeutics, Inc. for the quarter ended June 30, 2024 formatted in inline XBRL: (i) the Balance Sheets, (ii) the Statements of Operations and Comprehensive Loss, (iii) the Statements of Stockholders’ Equity (Deficit), (iv) the Statements of Cash Flows, and (v) the Notes to Financial Statements.		Filed Electronically
104		Cover Page Data File (formatted as inline XBRL and contained in Exhibit 101)

 

 

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 thereunto duly authorized.

 

	PANBELA THERAPEUTICS, INC.
Date: August 13, 2024	/s/ Jennifer K. Simpson
	Jennifer K. Simpson President and Chief Executive Officer
	(Duly Authorized Officer)
Date: August 13, 2024	/s/ Susan Horvath
	Susan Horvath Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

 

Exhibit 10.5

 

WAIVER

 

This WAIVER (this “Waiver”) is entered into as of August 8, 2024, by and among Panbela Therapeutics, Inc., a Delaware corporation, together with its wholly-owned subsidiary, Cancer Prevention Pharmaceuticals, Inc., with an address of 712 Vista Boulevard, Suite 305, Waconia, Minnesota 55387 (together, the “Borrower”) and USWM, LLC, a Delaware limited liability company with an address of 4441 Springdale Road, Louisville, KY 40324 (the “Lender”). All capitalized terms used but not defined in this Waiver have the meanings assigned to them in the Loan Agreement (as defined below).

 

RECITALS

 

WHEREAS, the Borrower and the Lender have entered into that certain Loan Agreement, dated as of July 24, 2024 (and as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”);

 

WHEREAS, the Borrower has entered into that certain Subordinated Promissory Note dated August 8, 2024 (the “August Promissory Note”) pursuant to which a director of the Borrower has loaned $100,000.00 to the Borrower, the proceeds of which shall be used to fund the Borrower’s payroll (the “Specified Transaction”), which such Specified Transaction constitutes an Event of Default under Section 7.05 of the Loan Agreement (the “Specified Transaction Event of Default”);

 

WHEREAS, the Borrower has requested that the Lender waive the Specified Transaction Event of Default on the terms and subject to the conditions set forth herein; and

 

WHEREAS, pursuant to Section 9.01 of the Loan Agreement, any waiver on the part of Lender under the Loan Agreement must be in writing and shall be effective only to the extent specifically set forth in such writing.

 

NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:

SECTION 1.    Waiver.

 

1.1    Waiver. Subject to Section 1.2 and Section 2 of this Waiver, the Lender hereby waives the Specified Transaction Event of Default.

 

1.2    Limitations on Effect of Waiver. The waiver provided in Section 1.1 of this Waiver is expressly limited to the Specified Transaction Event of Default as provided herein. The waiver set forth in Section 1.1 of this Waiver shall not be deemed to be a consent to departure from or a waiver of non-compliance with any other requirement of the Loan Documents, (iii) any other Default or Event of Default, whether now existing or hereafter arising, under the Loan Agreement or any other Loan Document, (iv) a waiver of any Borrower obligations under the Loan Agreement or any other Loan Document, or (v) a waiver of any rights, remedies, offsets, claims, or other causes of action that the Lender may have against the Borrower under the Loan Agreement and the other Loan Documents, except as expressly provided by this Waiver. The waiver, acknowledgement, and agreement set forth in Section 1.1 of this Waiver is a limited one-time agreement, and nothing contained herein shall obligate the Lender to grant any additional or future waiver with respect to Section 7.05 of the Loan Agreement or any other provision of the Loan Agreement or any other Loan Document.

 

 

SECTION 2.    Conditions Precedent to Effectiveness of Waiver. The effectiveness of Section 1 of this Waiver shall be subject to the following conditions precedent:

 

2.1    The Lender and the Borrower shall have duly executed and delivered this Waiver;

 

2.2    Borrower shall have delivered to Lender a true and complete copy of the August Promissory Note, including any amendments thereto, and such other instruments and documents incidental to the August Promissory Note;

 

2.3    The Lender shall have received such other instruments and documents incidental and appropriate to the transaction provided for herein as the Lender may reasonably request, and all such documents shall be in form and substance satisfactory to the Lender; and

 

2.4    After giving effect to this Waiver, no Event of Default under the Loan Agreement shall have occurred and be continuing.

 

SECTION 3.    Representations and Warranties of the Loan Parties. To induce the Lender to enter into this Waiver, the Borrower hereby represents and warrants to the Lender as follows:

 

3.1    Reaffirmation of Representations and Warranties/Further Assurances. After giving effect to the waiver in Section 1 of this Waiver, each representation and warranty of the Borrower contained in the Loan Agreement or in any of the other Loan Documents to which it is a party is true and correct in all material respects on the date hereof (except for representations and warranties that expressly relate to an earlier date, in which case, such representations and warranties shall be true and correct in all material respects on such earlier date).

 

3.2    Corporate Authority; No Conflicts. The execution, delivery and performance by the Borrower of this Waiver and all documents, instruments and agreements contemplated herein are within the Borrower’s corporate or other organizational powers, have been duly authorized by all necessary action, and do not (a) require any consent or approval of any holders of Ownership Interests of the Borrower, other than those already obtained; (b) contravene the Loan Documents; (c) violate or cause a default under any Applicable Law, or (d) result in or require the imposition of any Lien (other than Permitted Liens) on any of the Collateral.

 

3.3    Enforceability. The Borrower has duly executed and delivered this Waiver. This Waiver constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, except as enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

 

 

3.4    No Default. As of the date hereof, both before and immediately after giving effect to this Waiver, no Default or Event of Default has occurred and is continuing.

 

3.5    No Change in Condition. There has been no Material Adverse Change with respect to Borrower since the date of the Loan Agreement.

 

SECTION 4.    Miscellaneous.

 

4.1    Reaffirmation of Loan Documents and Liens. Borrower hereby ratifies, confirms, reaffirms, and acknowledges its obligations under the Loan Documents to which it is a party and agrees that all of the terms and provisions of the Loan Agreement and the other Loan Documents shall, as amended and modified hereby, remain in full force and effect, undiminished by this Waiver, except as expressly provided herein. The Borrower hereby agrees that the modifications contained herein shall in no manner affect or impair the Obligations or the Liens securing the payment and performance thereof. By executing this Amendment, Borrower acknowledges that it has read, consulted with its attorneys regarding, and understands, this Waiver. On and after the date hereof, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Loan Agreement, and each reference in each of the other Loan Documents to “the Loan Agreement”, “thereunder”, “thereof” or words of like import referring to the Loan Agreement, shall mean and be a reference to the Loan Agreement, as modified by this Waiver. For all purposes of the Loan Agreement and the other Loan Documents, this Waiver shall constitute a “Loan Document”. The Loan Agreement, as modified by this Waiver, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed by the Borrower.

 

4.2    Legal Expenses. The Borrower hereby agrees to pay all reasonable fees and expenses of counsel to the Lender, if any, incurred by the Lender in connection with the preparation, negotiation and execution of this Waiver and all related documents.

 

4.3    Counterparts. This Waiver may be executed in one or more counterparts and by different parties hereto in separate counterparts each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. Delivery of photocopies of the signature pages to this Waiver by facsimile or electronic mail shall be effective as delivery of manually executed counterparts of this Waiver.

 

4.4    GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE SUBSTANTIVE LAW OF THE COMMONWEALTH OF KENTUCKY, WITHOUT REGARDING TO THE CONFLICT OF LAWS PRINCIPLES APPLIED BY KENTUCKY OR ANY OTHER JURISDICTION

 

4.5    Entire Agreement. THIS WAIVER, THE LOAN AGREEMENT AND THE OTHER LOAN DOCUMENTS CONSTITUTE THE ENTIRE AGREEMENT AND THE UNDERSTANDING BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SUPERSEDE ALL PREVIOUS AND CONTEMPORANEOUS NEGOTIATIONS AND AGREEMENTS BETWEEN THE PARTIES AND NO PAROLE EVIDENCE OF ANY PRIOR OR OTHER AGREEMENTS SHALL BE PERMITTED TO CONTRADICT OR VARY THE TERMS HEREOF.

 

 

4.6    Headings. The headings, captions and arrangements used in this Waiver are, unless specified otherwise, for convenience only and shall not be deemed to limit, amplify or modify the terms of this Waiver, nor affect the meaning thereof.

 

4.7    No Waiver. Except as expressly stated herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lender reserve all rights, privileges and remedies under the Loan Documents. Except as amended hereby, the Loan Agreement and other Loan Documents remain unmodified and in full force and effect.

 

4.8    Severability. In case any provision of or obligation under this Waiver shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

 

 

[Signature Pages Follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly executed by their respective authorized officers on the date and year first above written.

	“BORROWER”
	Panbela Therapeutics, Inc.
	A Delaware corporation
	By:	/s/ Jennifer Simpson
	Name:	Jennifer Simpson
	Title:	President & CEO
	Cancer Prevention Pharmaceuticals, Inc.
	By:	/s/ Jennifer Simpson
	Name:	Jennifer Simpson
	Title:	President & CEO

 

 

	“LENDER”
	USWM, LLC
	A Delaware limited liability company
	By:	/s/ Breck Jones
	Name:	Breck Jones
	Title:	Chief Executive Officer

 

Exhibit 10.6

 

THIS SUBORDINATED PROMISSORY NOTE IS SUBJECT TO THE SUBORDINATION AGREEMENT, DATED AS OF AUGUST 8, 2024, BY AND AMONG BORROWER, NOTEHOLDER AND USWM, LLC (“SUBORDINATION AGREEMENT”), UNDER WHICH THIS SUBORDINATED PROMISSORY NOTE AND THE NOTEHOLDER’S RIGHTS HEREUNDER ARE SUBORDINATED IN THE MATTER SET FORTH THEREIN

 

SUBORDINATED PROMISSORY NOTE

 

$100,000.00

Minneapolis, MN August 8, 2024

 

 

FOR VALUE RECEIVED, Panbela Therapeutics, Inc., a Delaware corporation (the “Borrower”) hereby unconditionally promises to pay to the order of D. Robert Schemel (the “Noteholder”) the principal amount of $100,000.00 (One Hundred Thousand and 00/100^ths US Dollars) (the “Loan”), together with all accrued interest thereon, as provided in this Subordinated Promissory Note (this “Note”).

 

1.         Basic Terms.

 

(a)        Maturity Date. The aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on September 30, 2024.

 

(b)        Prepayment. The Borrower may pay all or any portion of the amounts due under this Note at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of the prepayment.

 

(c)        No Reborrowing. Principal amounts repaid or prepaid may not be reborrowed.

 

2.         Interest.

 

(a)        Interest Rate. Except as provided in Section 2(c), the principal amount outstanding under this Note from time to time shall bear interest at a rate per annum (the “Interest Rate”) equal to ten percent (10.0%).

 

(b)        Interest Payment Date. Interest shall be due and payable on the Payment Date.

 

(c)        Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace period), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Interest Rate plus two percent (2.0%) (the “Default Rate”).

 

(d)        Computation of Interest. All computations of interest hereunder shall be made on the basis of a year of 365 days and the actual number of days elapsed. Interest shall begin to accrue on the Loan on the date of this Note. For any portion of the Loan that is repaid, interest shall not accrue on the date on which such payment is made.

 

(e)        Interest Rate Limitation. If at any time the Interest Rate or Default Rate payable on the Loan shall exceed the maximum rate of interest permitted under applicable law, such Interest Rate or Default Rate shall be reduced automatically to the maximum rate permitted.

 

 

3.         Payment Mechanics.

 

(a)        Manner of Payment. All payments of principal and interest shall be made in US dollars no later than 5:00 PM central time on the date on which such payment is due. Such payments shall be made by cashier’s check, certified check, or wire transfer of immediately available funds to the Noteholder’s account at a bank specified by the Noteholder in writing to the Borrower from time to time.

 

(b)        Application of Payments. All payments shall be applied, first, to fees or charges outstanding under this Note, second, to accrued interest, and, third, to principal outstanding under this Note.

 

(c)        Business Day. Whenever any payment hereunder is due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and interest shall be calculated to include such extension. “Business Day” means a day other than Saturday, Sunday, or other day on which commercial banks in Minneapolis, MN are authorized or required by law to close.

 

4.         Representations and Warranties. The Borrower represents and warrants to the Noteholder as follows:

 

(a)        Existence. The Borrower is a corporation duly incorporated, validly existing, and in good standing under the laws of the state of its organization. The Borrower has the requisite power and authority to own, lease, and operate its property, and to carry on its business.

 

(b)        Compliance with Law. The Borrower is in compliance with all laws, statutes, ordinances, rules, and regulations applicable to or binding on the Borrower, its property, and business.

 

(c)        Power and Authority. The Borrower has the requisite power and authority to execute, deliver, and perform its obligations under this Note.

 

(d)        Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder have been duly authorized by all necessary corporate action in accordance with applicable law. The Borrower has duly executed and delivered this Note.

5.         Events of Default. The occurrence and continuance of any of the following shall constitute an “Event of Default” hereunder:

 

(a)        Failure to Pay. The Borrower fails to pay (i) any principal amount of the Loan when due; (ii) any interest on the Loan within five (5) days after the date such amount is due; or (iii) any other amount due hereunder within ten (10) days after such amount is due.

 

(b)        Breach of Representations and Warranties. Any representation or warranty made by the Borrower to the Noteholder herein contains an untrue or misleading statement of a material fact as of the date made; provided, however, no Event of Default shall be deemed to have occurred pursuant to this Section 5(b) if, within thirty (30) days of the date on which the Borrower receives notice (from any source) of such untrue or misleading statement, Borrower shall have addressed the adverse effects of such untrue or misleading statement to the reasonable satisfaction of the Noteholder.

 

 

(c)        Bankruptcy; Insolvency.

 

(i)      The Borrower institutes a voluntary case seeking relief under any law relating to bankruptcy, insolvency, reorganization, or other relief for debtors.

 

(ii)     An involuntary case is commenced seeking the liquidation or reorganization of the Borrower under any law relating to bankruptcy or insolvency, and such case is not dismissed or vacated within sixty (60) days of its filing.

 

(iii)    The Borrower makes a general assignment for the benefit of its creditors.

 

(iv)    The Borrower is unable, or admits in writing its inability, to pay its debts as they become due.

 

(v)     A case is commenced against the Borrower or its assets seeking attachment, execution, or similar process against all or a substantial part of its assets, and such case is not dismissed or vacated within sixty (60) days of its filing.

 

6.        Remedies. Upon the occurrence and during the continuance of an Event of Default, the Noteholder may, at its option, by written notice to the Borrower declare the outstanding principal amount of the Loan, accrued and unpaid interest thereon, and all other amounts payable hereunder immediately due and payable; provided, however, if an Event of Default described in Sections 5(c)(i), 5(c)(iii), or 5(c)(iv) shall occur, the outstanding principal amount, accrued and unpaid interest, and all other amounts payable hereunder shall become immediately due and payable without notice, declaration, or other act on the part of the Noteholder.

 

7.        Expenses. The Borrower shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses, and fees, including the reasonable fees and expenses of counsel, incurred by the Noteholder in connection with the negotiation, documentation, and execution of this Note and the enforcement of the Noteholder’s rights hereunder.

 

8.        Notices. All notices and other communications relating to this Note shall be in writing and shall be deemed given upon the first to occur of (x) deposit with the United States Postal Service or overnight courier service, properly addressed and postage prepaid; (y) transmittal by electronic communication (including email, internet or intranet websites, or facsimile properly addressed (with written acknowledgment from the intended recipient such as “return receipt requested” function, return e-mail, or other written acknowledgment); or (z) actual receipt by an employee or agent of the other party. Notices hereunder shall be sent to the following addresses, or to such other address as such party shall specify in writing:

 

(a)        If to the Borrower:

 

712 Vista Boulevard, Suite 305

Waconia, MN 55387
Attention: Jennifer K. Simpson, Chief Exécutive Officer
E-mail: jsimpson@panbela.com

 

 

(b)        If to the Noteholder:

 

 

Attention: D. Robert Schemel
E-mail:

 

9.         Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based on, arising out of, or relating to this Note and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Minnesota.

 

10.       Disputes.

 

(a)        Submission to Jurisdiction.

 

(i)      The Borrower irrevocably and unconditionally (A) agrees that any action, suit, or proceeding arising from or relating to this Note may be brought in the courts of the State of Minnesota sitting in Hennepin County, and in the United States District Court for the District of Minnesota, and (B) submits to the jurisdiction of such courts in any such action, suit, or proceeding. Final judgment against the Borrower in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

 

(ii)     Nothing in this Section 11(a) shall affect the right of the Noteholder to bring any action, suit, or proceeding relating to this Note against the Borrower or its properties in the courts of any other jurisdiction.

 

(iii)    Nothing in this Section 11(a) shall affect the right of the Noteholder to serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.

 

(b)        Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by law, (i) any objection that it may now or hereafter have to the laying of venue in any action, suit, or proceeding relating to this Note in any court referred to in Section 11(a), and (ii) the defense of inconvenient forum to the maintenance of such action, suit, or proceeding in any such court.

 

(c)        Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.

 

11.       Successors and Assigns. This Note may be assigned or transferred by the Noteholder to any individual, corporation, company, limited liability company, trust, joint venture, association, partnership, unincorporated organization, governmental authority, or other entity.

 

12.       Integration. This Note constitutes the entire contract between the Borrower and the Noteholder with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.

 

 

13.       Amendments and Waivers. No term of this Note may be waived, modified, or amended, except by an instrument in writing signed by the Borrower and the Noteholder. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.

 

14.       No Waiver; Cumulative Remedies. No failure by the Noteholder to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power. The rights, remedies, and powers herein provided are cumulative and not exclusive of any other rights, remedies, or powers provided by law.

 

15.       Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or render such term or provision invalid or unenforceable in any other jurisdiction.

 

16.       Counterparts. This Note and any amendments, waivers, consents, or supplements hereto may be executed in counterparts, each of which shall constitute an original, but all of which taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Note by facsimile or in electronic (“pdf” or “tif” or any other electronic means that reproduces an image of the actual executed signature page) format shall be as effective as delivery of a manually executed counterpart of this Note.

 

17.       Electronic Execution. The words “execution,” “signed,” “signature,” and words of similar import in this Note shall be deemed to include electronic and digital signatures and the keeping of records in electronic form, each of which shall be of the same effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001-7031), the Electronic Signatures and Records Act of 1999 (N.Y. State Tech. Law §§ 301-309), and any other similar state laws based on the Uniform Electronic Transactions Act.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the Borrower has executed this Note as of August 8, 2024.

	PANBELA THERAPEUTICS, INC.
	By:	/s/ Jennifer K. Simpson
		Jennifer K. Simpson
		Chief Executive Officer

 

Exhibit 10.7

 

SUBORDINATION AGREEMENT

 

THIS SUBORDINATION AGREEMENT (“Agreement”) is executed as of the 8^th day of August, 2024 (the “Effective Date”), by D. ROBERT SCHEMEL, a natural person (the “Junior Lender”), and PANBELA THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), in favor and for the benefit of USWM, LLC, a Delaware limited liability company (together with its successors and assigns, the “Lender”).

 

WHEREAS, the Borrower and Lender are parties to that certain Loan Agreement dated July 24, 2024 (and as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) whereby Lender extended a term loan in the original principal amount of $1,500,00.00 (the “Loan”). The Loan is evidenced by that certain Term Promissory Note of the Borrower (the “Note”).

 

WHEREAS, the Borrower, Borrower’s subsidiary Cancer Prevention Pharmaceuticals, Inc. (“CPP”), and Lender are parties to that certain Security Agreement dated July 24, 2024 (and as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”) whereby Borrower and CPP granted to the Lender a first security interest in and to certain Collateral (as defined in the Loan Agreement) of the Borrower and CPP;

 

WHEREAS, the Borrower has issued to the Junior Lender that certain Subordinated Promissory Note due September 30, 2024, payable to the Junior Lender in the principal sum of $100,000.00 (the “Subordinated Note”), the proceeds of which shall be used to fund the Borrower’s payroll (the “Specified Transaction”), which such Specified Transaction constitutes an Event of Default under Section 7.05 of the Loan Agreement (the “Specified Transaction Event of Default”);

 

WHEREAS, the Borrower and CPP have requested that the Lender waive the Specified Transaction Event of Default; and

 

WHEREAS, as a condition precedent to the Lender waiving the Specified Transaction Event of Default, the Lender is requiring, among other things, that the Junior Lender execute this Subordination Agreement in accordance with the terms herein.

 

NOW, THEREFORE, as an inducement to Lender to waive the Specified Transaction Event of Default, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties do hereby agree as follows:

 

 

ARTICLE I

 

SUBORDINATION PROVISIONS

 

Section 1.1    Subordination. Junior Lender hereby subordinates payment and performance by the Obligor (as defined herein) of all and each part of the indebtedness and obligations evidenced by the Subordinated Note, whether now existing or hereafter incurred, created or evidenced, direct or indirect, absolute or contingent, due or to become due, howsoever such indebtedness or obligations may be hereafter extended, renewed, or evidenced (all such Subordinated Note indebtedness and obligations being hereinafter referred to as the “Subordinated Obligations”) to the prior payment and performance in full to Lender, its successors and assigns, of all and each part of the indebtedness, obligations, and liabilities, direct or indirect, absolute or contingent, related or unrelated, due or to become due, now existing or hereafter arising and whether incurred alone or with others, for which Obligor may now or hereafter be obligated to Lender, including, without limitation, all interest accruing from time to time on the foregoing whether before or after the commencement of any case or proceeding under the Bankruptcy Code (whether or not a claim for that interest is allowed in such case or proceeding) (all such indebtedness, obligations, and liabilities owing to a Lender shall hereinafter be referred to as the “Debt”) and any collateral, mortgages, guarantees, and other security granted to Lender therefor (the “Lender Collateral”) and any other supporting obligations therefor. As used herein, “Obligor” shall mean the Borrower and each other person or other entity that owes, guarantees, or provides collateral or other credit support for, any Debt or the Subordinated Obligations.

 

Section 1.2    Payment in Full of Debt. Under no circumstances will the Debt be deemed paid in full unless, and until, the Lender has received payment in full in immediately available funds and all commitments to lend to Borrower have terminated.

Section 1.3    No Payments on the Subordinated Obligations. Until the Debt has been paid in full or prior written consent is obtained from Lender (which consent Lender may refuse to give for any or no reason), under no circumstances will Junior Lender, directly or indirectly, (a) take or receive any payment on the Subordinated Obligations (b) demand, accelerate, sue for, or set-off against all or any part of the Subordinated Obligations or otherwise enforce its rights to collect or exercise any remedies in respect of the Subordinated Obligations, or (c) ask, demand, take or receive any guaranties for any of the Subordinated Obligations, other than in a manner and to the extent expressly permitted by Section 1.6 of this Agreement.

 

Section 1.4    Payment Over. If, notwithstanding the prohibitions of this Agreement, Junior Lender obtains any cash or other property (including interests in property), Junior Lender will hold such sums in trust for Lender and immediately pay and transfer such cash or other property to Lender for application against its Debt until such Debt is paid in full.

 

 

Section 1.5    No Amendment or Modification to Subordinated Note. Without, in each instance, Lender’s prior consent (which consent Lender may refuse to give for any or no reason), Junior Lender shall not directly or indirectly permit the entering into, modification, waiver or amendment of any of the terms or conditions of the Subordinated Note which (a) increases the maximum principal amount of the Subordinated Obligations or the rate of interest on, or fees with respect to, any of the Subordinated Obligations, (b) change the dates upon which payments of principal or interest on the Subordinated Obligations are due, (c) change or add any event of default or any covenant with respect to the Subordinated Obligations in a manner which is materially more adverse to Lender or materially more restrictive to any Obligor, (d) change the redemption or prepayment provisions of the Subordinated Note, (e) alter the subordination provisions with respect to the Subordinated Obligations including subordinating the Subordinated Obligations to any other debt, (f) shorten the maturity date of any of the Subordinated Obligations or otherwise shorten the repayment terms of the Subordinated Obligations, (g) provide any collateral or security, or (h) change or amend any other item or term of the Subordinated Note if such change or amendment would materially increase the obligations of any Obligor or confer additional material rights on the Junior Lender in a manner materially adverse to any Obligor or Lender.

 

Section 1.6    Standstill. Until the Debt is paid in full in cash and all commitments by Lender to lend shall be terminated, the Junior Lender shall not, without the prior written consent of Lender, take any Enforcement Action (defined below) with respect to the Subordinated Obligations until the occurrence of a Proceeding (defined below) with respect to any Obligor; provided, however, if the Lender accelerates the Debt or exercises its rights as secured party to the Collateral, then, in either such event, the Junior Lender may accelerate and otherwise pursue its remedies with respect to the Subordinated Obligations, subject to the terms and conditions of this Agreement. If Junior Lender should commence or participate in any Enforcement Action or Proceeding against any Obligor to collect or enforce the Subordinated Obligations or take or receive any collateral or security therefor in violation of this Agreement, Lender may, but shall not be obligated to, take such measures and raise such defenses, including, without limitation, raising this Agreement as a defense, as Lender may deem necessary or appropriate, in its own name or in the name of, or as attorney-in-fact for, Junior Lender.

 

Section 1.7    Subrogation. Until the Debt is paid in full, Lender shall be subrogated to Junior Lender with respect to Junior Lender’s claims against any Obligor and Junior Lender’s rights and interests, if any, in any of any Obligor’s assets and the proceeds thereof until all of the Debt shall have been paid in full. As used herein, the term “Enforcement Action” shall mean (i) to take from or for the account of any Obligor, by set-off or in any other manner, the whole or any part of any moneys that may now or hereafter be owing by any Obligor with respect to the Subordinated Obligations; (ii) to sue for payment of, or to initiate or participate with others in any suit, action or proceeding against any Obligor to (A) enforce payment of or to collect the whole or any part of the Subordinated Obligations or (B) commence judicial enforcement of any of the rights and remedies under the Subordinated Note or applicable law with respect to the Subordinated Obligations; (iii) to accelerate the Subordinated Obligations; or (iv) take any action under the provisions of any state or federal law, including without limitation the Uniform Commercial Code, or under any contract or agreement, to enforce, foreclose upon, take possession of or sell any property or assets of any Obligor. As used herein, the term “Proceeding” shall mean any voluntary or involuntary insolvency, bankruptcy, receivership, custodianship, liquidation, dissolution, reorganization, assignment for the benefit of creditors, appointment of a custodian, receiver, trustee or other officer with similar powers or any other proceeding for the liquidation, dissolution or other winding up of a person or other entity.

 

 

Section 1.8    Bankruptcy, etc. Junior Lender agrees that, upon any distribution of the assets or readjustment of the indebtedness of any Obligor whether by reason of liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any other action or proceeding involving the readjustment of all or any of the Subordinated Obligations, or the application of the assets of any Obligor to the payment or liquidation thereof, Lender shall be entitled to receive payment in full of any and all Debt prior to the payment of all or any part of the Subordinated Obligations, and, in order to enable Lender to enforce its rights hereunder in any such action or proceeding, Lender is hereby irrevocably authorized and empowered (a) to make and present for and on behalf of Junior Lender such proofs of claim against any Obligor on account of the Subordinated Obligations in the name of Junior Lender or Lender as Lender may deem expedient or proper if Junior Lender fails to file proof of its claims prior to 10 days before the expiration of the time period during which such claims must be submitted, (b) to vote such proofs of claims within 10 days before the expiration of the time period during which such claims must be voted if not voted by the Junior Lender and (c) to accept and to receive and collect any and all dividends or other payments or disbursements made thereon in whatever form the same may be paid or issued and to apply the same on account of the Debt. Notwithstanding the foregoing, Junior Lender shall retain the right to vote its claims and otherwise act in any such proceeding relative to any Obligor (including, without limitation, the right to vote to accept or reject any plan of partial or complete liquidation, reorganization, arrangement, composition, or extension) subject to the terms of this Agreement; however, Junior Lender shall not take any action or vote in any way so as to: (i) contest the amount, validity or the enforceability of any Debt, or the liens and security interests to the extent granted to Lender with respect to any Debt or if such action or vote adversely affects the priority of Lender’s claims with respect thereto, (ii) contest the rights and duties of Lender established in the documentation evidencing any Debt or any security documents with respect to such liens and security interests, (iii) contest the validity or enforceability of this Agreement or any agreement or instrument to the extent evidencing or relating to any Debt, (iv) approve any plan that: (A) does not provide for the payment in full of the amount of all Debt agreed to by Lender to be owing to it on the effective date of the plan or, if Lender has agreed to be paid over a period of time, over such period of time as provided in the plan or (B) impairs Lender’s claims with respect to the Debt or the Lender Collateral unless agreed to by Lender, or (v) contest any sale, lease, license or other disposition of any of the Lender Collateral, use of cash collateral, or debtor-in-possession financing agreed to by Lender.

 

Section 1.9    Further Assurances. Junior Lender further agrees to execute and deliver to Lender such assignments, indorsements, or other instruments as may be required by it in order to enable it to enforce any and all such claims and to collect any and all dividends or other payments or disbursements which may be made at any time on account of all or any of the Subordinated Obligations. In the event that (i) the total amount of all cash payments actually received by Lender in the aggregate related to the Subordinated Obligations or from any other source exceeds all of the Debt; (ii) Lender has no further agreement or understanding with any Obligor pursuant to which Lender is obligated to extend credit to any Obligor; and (iii) any such cash payment received by Lender may no longer be set aside as preferential or avoided under any Insolvency Law (as defined in Section 2.2), then Lender shall reassign to Junior Lender, without recourse, warranty or representation, the remaining balance due under the Subordinated Obligations or make such other disposition thereof as may be required by applicable law or court order.

 

 

ARTICLE II

 

MISCELLANEOUS

 

Section 2.1    Junior Lender hereby also agrees not to assign or transfer at any time while this Agreement remains in effect any rights, claims or interests of any kind in or to the Subordinated Note or the Subordinated Obligations without the prior written consent of Lender. Junior Lender will, upon request from Lender, add a legend to his Subordinated Note and any other such note, guaranty or other evidence of the Subordinated Obligations stating that payment thereof is subject to the provisions of this Agreement. Junior Lender represents and warrants that (a) as of the Effective Date, no other obligations of any Obligor to Junior Lender exist other than as evidenced by the Subordinated Note and (b) Junior Lender has not previously assigned any interest in the Subordinated Obligations, and no person or entity owns an interest in the Subordinated Obligations other than Junior Lender.

 

Section 2.2    This Agreement will continue in full force and effect until all Debt is paid in full. To the extent that any Obligor makes a payment or payments to Lender or Lender receives any payment or proceeds of any Lender Collateral, which payment(s) or proceeds (or any part) are subsequently voided, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other person, association, entity or authority under the Bankruptcy Code, any other bankruptcy act, any state or federal law, common law or equitable cause (“Insolvency Law”), then, to the extent of the payment(s) or proceeds received by Lender, the Debt (or part intended to be satisfied) will be revived for all purposes of this Agreement and will continue in full force and effect, as if such payment or proceeds had not been received by Lender.

 

Section 2.3    This is a continuing agreement of subordination and Lender may continue, without notice to Junior Lender, to extend credit or other accommodation or benefit and loan moneys to or for the account of any Obligor on the faith hereof. It is further understood and agreed that Lender may at any time, in its sole discretion, (a) renew or extend the time of payment of all or any part of any existing or future Debt, (b) waive or release any collateral which may be held therefor at any time, (c) make and enter into any agreement or agreements with any Obligor or amend, modify, supplement, restate, consolidate, waive, renew, extend, replace, refinance or otherwise change any of the terms of any loan document (including, without limitation, charging any extension fee(s) on any renewal or extension of all or any part of the Debt and on any renewal or extension), (d) refinance any of the Debt (including without limitation the extension of additional debt to any of the Obligors, which debt shall become part of the Debt), and (e) increase the interest rates applicable to all or any part of the Debt), as Lender, in each case, may deem desirable without notice to or further assent from Junior Lender and without in any manner impairing or affecting this Agreement or any of Lender’s rights hereunder. Junior Lender hereby assents to any extension or postponement of the time of payment of all or any part of the Debt or to any other indulgence with respect thereto, to any substitution, exchange or release of collateral which may at any time secure all or any part of the Debt and/or to the addition or release of any other party or person primarily or secondarily liable therefor.

 

Section 2.4    Junior Lender hereby expressly waives notice of acceptance by Lender of the subordination and other provisions of this Agreement, any claim of impairment of any right of subrogation, and all other notices whatsoever, including, without limitation, notice of the creation of any Debt, notice of the giving or extension of credit by Lender to any Obligor, notice of protest and default, and all other notices to which the Junior Lender might otherwise be entitled. Junior Lender consents and agrees that Lender shall not be under any obligation to marshal or order the disposition of any assets in favor of Junior Lender or against or in payment of any or all of the Debt. Junior Lender expressly waives any claim against Lender on any theory of liability for consequential, special, indirect or punitive damages.

 

 

Section 2.5    Junior Lender expressly waives reliance by Lender upon the subordination and other agreements as herein provided and presentment, demand and protest. Junior Lender agrees that (a) Lender has made no warranties or representations with respect to the due execution, legality, validity, completeness or enforceability of any loan document evidencing any Debt or the collectability of any of the Debt, (b) Lender shall be entitled to manage and supervise its loans to each Obligor in accordance with its usual practices, modified from time to time as it deems appropriate under the circumstances, without regard to the existence of any rights that Junior Lender may now or hereafter have in or to any of the assets of any Obligor, and (c) Lender shall have no liability to Junior Lender for, and Junior Lender hereby waives any claim which Junior Lender may now or hereafter have against Lender arising out of: (i) any and all actions which Lender, in good faith, takes or omits to take (including, without limitation, actions with respect to the creation, perfection or continuation of liens or security interests in the Lender Collateral, actions with respect to the occurrence of any default, actions with respect to the foreclosure upon, sale, release of, depreciation of or failure to realize upon, any of the Lender Collateral, and actions with respect to the collection of any claim for all or any part of the Debt from any account debtor or any other party) with respect to any loan document or to the collection of the Debt or the valuation, use, protection or release of any of the Lender Collateral, (ii) Lender’s election, in any proceeding instituted under Chapter 11 of Title 11 of the United States Code (11 U.S.C. § 101 et seq.) (the “Bankruptcy Code”), of the application of Section 1111(b)(2) of the Bankruptcy Code, (iii) any consent provided by Lender under Section 363 of the Bankruptcy Code, and/or (iv) any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. Junior Lender will not contest the enforceability, perfection or priority of Lender’s now or in the future existing security interests and other liens, assignments, pledges, and other rights and interests granted in, arising out of, or with respect to, any of the Lender Collateral, or the validity, enforceability, or amount of the Debt. Each holder of Debt, either now existing or hereafter arising, shall be deemed to have acquired such Debt in reliance upon the provisions contained in this Agreement.

 

Section 2.6    Junior Lender hereby assumes responsibility for remaining informed of the financial condition of each Obligor, any and all endorsers and any and all guarantors of the Debt and of all other circumstances bearing upon the risk of nonpayment of the Subordinated Obligations that diligent inquiry would reveal, and Junior Lender hereby agrees that Lender shall not have any duty to advise Junior Lender of information known to such Lender regarding such condition or any such circumstances. In the event Lender, in its sole discretion, undertakes, at any time or from time to time, to provide any such information to Junior Lender, Lender shall be under no obligation to undertake any investigation and shall be under no obligation to disclose any information which Lender wishes to maintain confidential.

 

Section 2.7    This Agreement shall be immediately binding on Junior Lender and shall inure to the benefit of Lender and its successors and assigns. Whenever reference is made in this Agreement to any Obligor, such term shall include any successor or assign of such Obligor, including, without limitation, a receiver, trustee or debtor or debtor-in-possession under the Bankruptcy Code.

 

 

Section 2.8    Any notice to Junior Lender or Lender may be given by personal delivery of a written notice or delivery by overnight delivery by a regularly scheduled carrier, or by certified U.S. mail at the address set forth in the Subordinated Note and under Lender’s signature hereto. All such notices shall be deemed to have been received on the date given, except that any such notice given by Junior Lender or Lender by overnight delivery will be deemed to have been received on the next business day after such notice was delivered to such a carrier for delivery, and any such notice given by Junior Lender or Lender by certified U.S. mail will be deemed to have been received three days after such notice was deposited in the U.S. mails, postage prepaid.

 

Section 2.9    Nothing in this Agreement, express or implied, is intended to confer any rights or remedies on any person or entity other than to the Junior Lender and Lender and its permitted successors and assigns.

 

Section 2.10    This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between such parties with respect to the subject matter hereof. To the extent of any conflict between the terms and conditions of this Agreement and the Subordinated Note, the terms and conditions of this Agreement shall govern. Any default by Junior Lender or any Obligor in the performance of its respective obligations under this Agreement or the Acknowledgment attached hereto shall constitute an event of default under all of the loan agreements between Borrower and Lender.

 

Section 2.11    This Agreement may be executed in one or more counterparts, including by means of facsimile and/or portable document format, each of which shall be an original and all of which shall together constitute one and the same document.

 

Section 2.12    This Agreement shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the Commonwealth of Kentucky. The parties hereto hereby (i) consent to the personal jurisdiction of the state and federal courts located in the Commonwealth of Kentucky in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient; (iii) agree that any litigation initiated by the Lender or Junior Lender in connection with this Agreement shall be venued in either the state or federal courts located in the City of Louisville, County of Jefferson, Kentucky; and (iv) agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. JUNIOR LENDER AND LENDER WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT.

 

 

[SIGNATURE PAGE FOLLOWS]

 

Exhibit 10.7

 

IN WITNESS WHEREOF, this Subordination Agreement has been duly executed by Junior Lender, Borrower and Lender as of the Effective Date.

 

	JUNIOR LENDER:
	D. Robert Schemel, individually
	BORROWER:
	PANBELA THERAPEUTICS, INC.
	By:
		Jennifer K. Simpson, Chief Executive Officer

 

 

 

Accepted as of the Effective Date.

 

LENDER:

 

USWM, LLC

 

 

 

By:                                                                         

P. Breckinridge Jones, Chief Executive Officer

 

Address for Notices:

 

4441 Springdale Road

Louisville, KY 40324

Attention: Legal Department

Email: legal@uswordmeds.com

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jennifer K. Simpson, certify that:

 

1.		I have reviewed this Quarterly Report on Form 10-Q of Panbela Therapeutics, Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 13, 2024	/s/ Jennifer K. Simpson
	Jennifer K. Simpson
	President and Chief Executive Officer
	(Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Susan Horvath, certify that:

 

1.		I have reviewed this Quarterly Report on Form 10-Q of Panbela Therapeutics, Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the condensed consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
		a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
		b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of condensed consolidated financial statements for external purposes in accordance with generally accepted accounting principles;
		c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
		d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
		a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
		b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated: August 13, 2024	/s/ Susan Horvath
	Susan Horvath
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

 

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jennifer K. Simpson, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)		the Quarterly Report on Form 10-Q of Panbela Therapeutics, Inc. for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Panbela Therapeutics, Inc.

 

Dated: August 13, 2024

 

 

	/s/ Jennifer K. Simpson
	Jennifer K. Simpson
	President and Chief Executive Officer
	(Principal Executive Officer)

 

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Susan Horvath, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)		the Quarterly Report on Form 10-Q of Panbela Therapeutics, Inc. for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)		the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Panbela Therapeutics, Inc.

 

Dated: August 13, 2024

 

 

	/s/ Susan Horvath
	Susan Horvath
	Chief Financial Officer
	(Principal Financial Officer and Principal
	Accounting Officer)

 

v3.24.2.u1

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2024	Aug. 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-39468
Entity Registrant Name	Panbela Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	88-2805017
Entity Address, Address Line One	712 Vista Blvd #305
Entity Address, City or Town	Waconia
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55387
City Area Code	952
Local Phone Number	479-1196
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding (in shares)		4,854,861
Entity Central Index Key	0001029125
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false

v3.24.2.u1

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 59,000	$ 2,578,000
Prepaid expenses and other current assets	393,000	299,000
Income tax receivable	320,000	183,000
Total current assets	772,000	3,060,000
Other non-current assets	8,642,000	8,742,000
Total assets	9,414,000	11,802,000
Current liabilities:
Accounts payable	14,293,000	9,939,000
Accrued expenses	1,408,000	1,141,000
Accrued interest payable	87,000	238,000
Debt, current portion	1,000,000	1,000,000
Total current liabilities	16,788,000	12,318,000
Debt, net of current portion	3,194,000	4,194,000
Total non-current liabilities	3,194,000	4,194,000
Total liabilities	19,982,000	16,512,000
Stockholders' deficit:
Preferred stock, $0.001 par value; 10,000,000 authorized; no shares issued or outstanding as of June 30, 2024 and December 31, 2023	0	0
Common stock, $0.001 par value; 100,000,000 authorized; 4,854,931 and 480,095 issued as of June 30, 2024 and December 31, 2023 respectively; 4,854,861 and 480,025 shares outstanding as of June 30, 2024 and December 31, 2023, respectively	5,000	0
Treasury Stock at cost; 70 shares at both of June 30, 2024 and December 31, 2023	(1,000)	(1,000)
Additional paid-in capital	128,223,000	120,043,000
Accumulated deficit	(139,757,000)	(125,497,000)
Accumulated comprehensive income	962,000	745,000
Total stockholders' deficit	(10,568,000)	(4,710,000)
Total liabilities and stockholders' deficit	$ 9,414,000	$ 11,802,000

v3.24.2.u1

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common Stock, Shares, Issued (in shares)	4,854,931	480,095
Common Stock, Shares, Outstanding (in shares)	4,854,861	480,025
Treasury Stock, Common, Shares (in shares)	70	70

v3.24.2.u1

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses:
General and administrative	$ 1,106	$ 1,643	$ 2,310	$ 2,995
Research and development	6,997	4,234	12,519	7,750
Operating loss	(8,103)	(5,877)	(14,829)	(10,745)
Other income (expense):
Interest income	0	49	0	65
Gain on sale of intellectual property	775	0	775	0
Interest expense	(59)	(70)	(121)	(173)
Other income (expense)	248	(82)	(223)	(247)
Total other income (expense)	964	(103)	431	(355)
Loss before income tax benefit	(7,139)	(5,980)	(14,398)	(11,100)
Income tax benefit	0	147	138	149
Net loss	(7,139)	(5,833)	(14,260)	(10,951)
Foreign currency translation adjustment	(242)	68	217	231
Comprehensive loss	$ (7,381)	$ (5,765)	$ (14,043)	$ (10,720)
Basic and diluted net loss per share (in dollars per share)	$ (1.47)	$ (159.15)	$ (3.58)	$ (441.77)
Weighted average shares outstanding - basic and diluted (in shares)	4,854,861	36,650	3,984,355	24,790

v3.24.2.u1

Condensed Consolidated Statements of Stockholders' (Deficit) Equity (Unaudited) - USD ($) $ in Thousands	Common Stock Outstanding [Member]	Treasury Stock, Common [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance (in shares) at Dec. 31, 2022	1,738	0
Balance at Dec. 31, 2022	$ 0	$ 0	$ 82,286	$ (91,094)	$ 759	$ (8,049)
Proceeds from sale of Common Stock, shares (in shares)	11,853	0
Proceeds from sale of Common Stock	$ 0	$ 0	15,358	0	0	15,358
Stock-based compensation	0	0	180	0	0	180
Net loss	0	0	0	(5,118)	0	(5,118)
Foreign currency translation adjustment	$ 0	$ 0	0	0	163	163
Cash paid for fractional shares (in shares)	0	0
Cash paid for fractional shares	$ 0	$ 0	(4)	0	0	(4)
Warrant exchange cashless (in shares)	13,197	0
Warrant exchange cashless	$ 0	$ 0	0	0	0	0
Adjust for Stock Split on 6/1/2023 (in shares)	0	0
Balance (in shares) at Mar. 31, 2023	26,788	0
Balance at Mar. 31, 2023	$ 0	$ 0	97,820	(96,212)	922	2,530
Balance (in shares) at Dec. 31, 2022	1,738	0
Balance at Dec. 31, 2022	$ 0	$ 0	82,286	(91,094)	759	(8,049)
Net loss						(10,951)
Foreign currency translation adjustment						231
Balance (in shares) at Jun. 30, 2023	130,584	0
Balance at Jun. 30, 2023	$ 0	$ 0	105,857	(102,045)	990	4,802
Balance (in shares) at Mar. 31, 2023	26,788	0
Balance at Mar. 31, 2023	$ 0	$ 0	97,820	(96,212)	922	2,530
Proceeds from sale of Common Stock, shares (in shares)	100,442	0
Proceeds from sale of Common Stock	$ 0	$ 0	7,713	0	0	7,713
Stock-based compensation	0	0	329	0	0	329
Net loss	0	0	0	(5,833)	0	(5,833)
Foreign currency translation adjustment	$ 0	$ 0	0	0	68	68
Cash paid for fractional shares (in shares)	30	(0)
Cash paid for fractional shares	$ 0	$ 0	(5)	0	0	(5)
Warrant exchange cashless (in shares)	3,384	0
Warrant exchange cashless	$ 0	$ 0	0	0	0	0
Adjust for Stock Split on 6/1/2023 (in shares)	(30)	0
Balance (in shares) at Jun. 30, 2023	130,584	0
Balance at Jun. 30, 2023	$ 0	$ 0	105,857	(102,045)	990	4,802
Balance (in shares) at Dec. 31, 2023	480,025	70
Balance at Dec. 31, 2023	$ 0	$ (1)	120,043	(125,497)	745	(4,710)
Proceeds from sale of Common Stock, shares (in shares)	4,374,836	0
Proceeds from sale of Common Stock	$ 5	$ 0	8,077	0	0	8,082
Stock-based compensation	0	0	103	0	0	103
Net loss	0	0	0	(7,121)	0	(7,121)
Foreign currency translation adjustment	$ 0	$ 0	0	0	459	459
Balance (in shares) at Mar. 31, 2024	4,854,861	70
Balance at Mar. 31, 2024	$ 5	$ (1)	128,223	(132,618)	1,204	(3,187)
Balance (in shares) at Dec. 31, 2023	480,025	70
Balance at Dec. 31, 2023	$ 0	$ (1)	120,043	(125,497)	745	(4,710)
Net loss						(14,260)
Foreign currency translation adjustment						217
Balance (in shares) at Jun. 30, 2024	4,854,861	70
Balance at Jun. 30, 2024	$ 5	$ (1)	128,223	(139,757)	962	(10,568)
Balance (in shares) at Mar. 31, 2024	4,854,861	70
Balance at Mar. 31, 2024	$ 5	$ (1)	128,223	(132,618)	1,204	(3,187)
Net loss	0	0	0	(7,139)	0	(7,139)
Foreign currency translation adjustment	$ 0	$ 0	0	0	(242)	(242)
Balance (in shares) at Jun. 30, 2024	4,854,861	70
Balance at Jun. 30, 2024	$ 5	$ (1)	$ 128,223	$ (139,757)	$ 962	$ (10,568)

v3.24.2.u1

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (14,260)	$ (10,951)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	103	509
Non-cash interest expense	87	107
Gain on sale of intellectual property	(775)	0
Income tax receivable	(140)	(149)
Prepaid expenses and other current assets	(96)	(2,967)
Other non-current assets	100	(5,541)
Accounts payable	4,578	5,811
Accrued liabilities	30	(2,311)
Net cash used in operating activities	(10,373)	(15,492)
Gain on sale of intellectual property	775	0
Cash flows from investing activities:
Proceeds from sale of intellectual property	775	0
Net cash provided by investing activities	775	0
Cash flows from financing activities:
Proceeds from public offering of common stock and warrants, net of fees and offering costs of $0.9 million and $2.1 million respectively	8,082	23,071
Cash paid for fractional shares	0	(9)
Principal payments on notes	(1,000)	(1,650)
Net cash provided by financing activities	7,082	21,412
Effect of exchange rate changes on cash	(3)	0
Net change in cash	(2,519)	5,920
Cash and cash equivalents at beginning of period	2,578	1,285
Cash and cash equivalents at end of period	59	7,205
Supplemental disclosure of cash flow information:
Cash paid during period for interest	272	386
Supplemental disclosure of non-cash transactions:
Cashless exercise of warrants	$ 0	$ (8)

v3.24.2.u1

Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Payments of Stock Issuance Costs	$ 0.9	$ 2.1

v3.24.2.u1

Note 1 - Business	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	1. Business   Panbela Therapeutics, Inc. (“Panbela”) and its direct wholly owned subsidiaries: Panbela Research, Inc. (“Panbela Research”) Cancer Prevention Pharmaceuticals, Inc. (“CPP”) and Cancer Prevention Pharma (Ireland) Limited (“Cancer Prevention”) exist for the primary purpose of developing disruptive therapeutics for the treatment of patients with urgent unmet medical needs. Panbela Therapeutics Pty Ltd is a wholly owned subsidiary of Panbela Research organized under the laws of Australia. Cancer Prevention has two wholly owned dormant subsidiaries: Cancer Prevention Pharma Limited, a United Kingdom entity, and Cancer Prevention Pharmaceuticals, LLC, an Arizona limited liability company. Panbela Therapeutics, Inc., together with its direct and indirect subsidiaries are collectively referred to throughout this report as “we,” “us,” “our,” and the “Company.”   The primary objective of our pipeline is the utilization of pharmacotherapies to reduce or normalize increased disease-associated polyamines using complementary pharmacotherapies. Our lead candidates are ivospemin (SBP-101) for which we have exclusively licensed the worldwide rights from the University of Florida Research Foundation, Inc., Flynpovi™ a combination of eflornithine (CPP-1X) and sulindac and eflornithine (CPP-1X) alone in tablet or sachet form. We have exclusively licensed rights from the Arizona Board of Regents of the University of Arizona to commercialize Flynpovi.   Reverse stock splits   Effective January 13, 2023, June 1, 2023, and January 18, 2024, the Company's Board of Directors approved one-for-forty, one-for-thirty, and one-for-twenty reverse stock splits of its common stock, respectively. The par value and authorized shares of the Company's common stock were not affected by the reverse stock splits. Unless specifically provided otherwise herein, all share and per share amounts of our common stock presented have been retroactively adjusted to reflect all reverse stock splits. See Note 7 for more information.

v3.24.2.u1

Note 2 - Risks and Uncertainties	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Nature of Operations [Text Block]	2. Risks and Uncertainties   The Company operates in a highly regulated and competitive environment. The development, manufacturing and marketing of pharmaceutical products require approval from, and are subject to ongoing oversight by, the Food and Drug Administration (the “FDA”) in the United States, the Therapeutic Goods Administration in Australia, the European Medicines Agency in the European Union, and comparable agencies in other countries. Obtaining approval for a new pharmaceutical product is never certain, may take many years, and is normally expected to involve substantial expenditures.   On March 5, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) notified us that the Nasdaq Hearings Panel had determined to delist our common stock and trading of our common stock was suspended on Nasdaq effective March 7, 2024. On April 17, 2024, our common stock became eligible for quotation on the OTCQB. Also in April 2024, Nasdaq filed a Form 25 Notification of Removal from Listing with the U.S. Securities and Exchange Commission (the “SEC”) and the delisting of our common stock from Nasdaq became effective ten days later.   We have applied to relist our common stock on the Nasdaq. No assurances can be given that we will satisfy the initial listing criteria, the application will be approved, or, if listed, that a trading market will develop or be maintained. In the interim, we intend to maintain the existing eligibility for quotation of our common stock on the OTCQB under its current symbol, “PBLA.”   We have incurred losses of $139.8 million since our inception in 2011. For the six months ended June 30, 2024, we incurred a net loss of $14.3 million. We also incurred negative cash flows from operating activities of approximately $10.4 million for this period. As we continue to pursue development activities and seek commercialization, we expect to incur substantial losses, which are likely to generate negative net cash flows from operating activities. As of June 30, 2024, we had cash of approximately $59,000, working capital deficit of $16.0 million, (working capital is defined as current assets less current liabilities), and stockholders’ deficit of $10.6 million. The Company’s principal sources of cash have historically included the issuance of debt and equity securities.     As previously announced, our contract research organization (“CRO”) for the ASPIRE trial notified the Company of their intent to terminate our relationship as of June 15, 2024 if we were unable to pay the balance due within a satisfactory timeframe. In exchange for a $1.5 million payment made on July 26, 2024, our CRO for the ASPIRE trial has provided an extension of their intent to terminate our relationship to August 19, 2024. The payment to that CRO was funded by proceeds from a loan secured by the Company, as further described in both Note 4, titled “Liquidity and Business Plan” and Note 10, titled “Subsequent Events”. If we are unable to pay the remaining balance due, or unable to negotiate an extension, by August 16, 2024, the CRO will begin termination procedures as of August 19, 2024. The balance due totaled $11.2 million as of June 30, 2024, and is recorded in the Company’s current liabilities. If the CRO terminates the relationship, the ASPIRE trial could be delayed.   The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of assets or the amounts of liabilities that might result from the outcome of these uncertainties. Our current independent registered public accounting firm included a paragraph emphasizing this going concern uncertainty in their audit report regarding our 2023 financial statements dated March 26, 2024. Our ability to continue as a going concern, realize the carrying value of our assets and discharge our liabilities in the ordinary course of business is dependent upon a number of factors, including our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our product candidates in the United States, Australia, the European Union or other markets and ultimately our ability to market and sell our product candidates. These factors, among others, raise substantial doubt about our ability to continue operations as a going concern. See Note 4 titled “Liquidity and Business Plan.”

v3.24.2.u1

Note 3 - Basis of Presentation	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Basis of Presentation and Significant Accounting Policies [Text Block]	3. Basis of Presentation   We have prepared the accompanying interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. These interim condensed consolidated financial statements reflect all adjustments consisting of normal recurring accruals, which, in the opinion of management, are necessary to present fairly our consolidated financial position, consolidated results of operations and consolidated cash flows for the periods and as of the dates presented. Our fiscal year ends on December 31. The condensed consolidated balance sheet as of December 31, 2023, was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and the notes thereto included in our most recent filed Annual Report on Form 10-K and our subsequent filings with the SEC. The nature of our business is such that the results of any interim period may not be indicative of the results to be expected for the entire year.

v3.24.2.u1

Note 4 - Liquidity and Business Plan	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Substantial Doubt about Going Concern [Text Block]	4. Liquidity and Business Plan   On July 24, 2024, Panbela and its wholly-owned subsidiary, CPP, entered into a Loan Agreement (the “Loan Agreement”) with USWM, LLC (“USWM”) by executing and delivering to the Lender a Term Promissory Note (the “USWM Term Note”). Pursuant to the Loan Agreement, Panbela and CPP obtained a term loan from USWM in the original principal amount of $1,500,000 (the “USWM Loan”). The Loan Agreement and USWM Term Note are described in more detail in Note 10 titled “Subsequent Events”.   On January 31, 2024, the Company completed a registered public offering of common stock and warrants to purchase shares of common stock which resulted in gross proceeds of approximately $9.0 million.   During the year ended December 31, 2023, the Company completed two registered offerings of common stock and warrants to purchase shares of common stock. On June 21, 2023 and January 31, 2023, the Company completed registered public offerings for gross proceeds of approximately $8.5 million and $15.0 million, respectively.   The Company provided inducement warrants to certain shareholders to exercise their warrants. On November 2, 2023 gross proceeds were approximately $1.9 million and on December 21, 2023 the gross proceeds were approximately $2.0 million from these transactions.   During 2023, the Company also sold shares of common stock via an At the Market (ATM) facility with net proceeds of approximately $1.6 million.     We need to raise additional capital to support our current business plans. We may seek to raise additional funds through various sources, such as equity and debt financing, or through strategic collaborations and license agreements. We can give no assurances that we will be able to secure additional sources of funds to support our operations, or if such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This risk would increase if our clinical data were not positive or economic and market conditions deteriorate.   Our future success is dependent upon our ability to obtain additional financing, the success of our development efforts, our ability to obtain marketing approval for our product candidates ivospemin, Flynpovi and eflornithine in the United States or other markets and ultimately our ability to market and sell product candidates. If we are unable to obtain additional financing when needed, if our clinical trials are not successful or if we are unable to obtain marketing approval, we would not be able to continue as a going concern and would be forced to cease operations and liquidate our company.   There can be no assurances that we will be able to obtain additional financing on commercially reasonable terms, or at all. The sale of additional convertible debt or equity securities would likely result in dilution to our current stockholders.

v3.24.2.u1

Note 5 - Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Significant Accounting Policies [Text Block]	5. Summary of Significant Accounting Policies   Principles of consolidation   The accompanying condensed consolidated financial statements include the assets, liabilities, and expenses of the Company. All significant intercompany transactions and balances have been eliminated in consolidation.   Use of estimates   The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties with the ongoing pandemic and control responses.   Research and development costs   Research and development costs include expenses incurred in the conduct of our clinical trials; for third-party service providers performing various testing and accumulating data related to our preclinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of drug product for our product candidates for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our product candidates; personnel costs, including salaries, benefits and share-based compensation; and costs to license and maintain licensed intellectual property.   We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from CROs. Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO.   The cost to secure certain third-party drug product for the clinical trials, which is often paid for in advance of delivery, is charged to research and development when it is received and available to be shipped to clinical sites.   All material CRO contracts are terminable by us upon written notice, and we are generally only liable for actual effort expended by the CROs and certain non-cancelable expenses incurred at any point of termination.   We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license.     Stock-based compensation   In accounting for stock-based incentive awards, we measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the fair value of those awards on the grant date. Calculating stock-based compensation expense requires the input of highly subjective assumptions, which represent our best estimates and involve inherent uncertainties and the application of management’s judgment. Compensation cost is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. Compensation expense for performance-based stock option awards is recognized when “performance” has occurred or is probable of occurring.   The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility rates are based on historical company share price volatility. The assumed dividend yield is zero, as we do not expect to declare any dividends in the future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term.   Foreign currency translation adjustments   The functional currency of Panbela Therapeutics Pty Ltd is the Australian Dollar. Accordingly, assets and liabilities, and equity transactions of Panbela Therapeutics Australia Pty Ltd, are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss presented within the stockholders’ equity. During the six-month periods ended June 30, 2024 and 2023, any reclassification adjustments from accumulated other comprehensive loss to operations were inconsequential.   Comprehensive loss   Comprehensive loss consists of our net loss and the effects of foreign currency translation.   Net loss per share   Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is based on the weighted average of common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect is anti-dilutive or reduce a net loss per share. The Company’s potentially dilutive shares, which include outstanding common stock options, and warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive.   The following table sets forth the potential shares of common stock that were not included in the calculation of diluted net loss per share as their effects would have been anti-dilutive as of the dates indicated:       June 30,       2024     2023   Employee and non-employee stock options     607       607   Common stock issuable under common stock purchase warrants     9,090,939       10,139         9,091,546       10,746

v3.24.2.u1

Note 6 - Notes Payable	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Debt Disclosure [Text Block]	6. Notes Payable   Sucampo promissory note   As of June 30, 2024, CPP had a balance outstanding of approximately $4.3 million for principal and interest under an amended and restated promissory note (the “Sucampo Note). The note was issued with an initial principal amount of approximately $6.2 million in favor of Sucampo GmbH dated as of June 15, 2022. The principal balance outstanding as of June 30, 2024 is approximately $4.2 million under the Sucampo Note and it bears simple interest at a rate of 5% per annum. All unpaid principal, together with any then unpaid and accrued interest is payable as follows: (i) $1.0 million, plus all interest accrued but unpaid on or before each of January 31, 2025, and January 31, 2026; and (ii) all remaining principal plus accrued but unpaid interest on or before January 31, 2027. On March 8, 2024, the Company paid the second installment on the balance due of $1.0 million plus accrued interest of approximately $260,000. This payment was made prior to the expiration of a grace period provided by the lender.    As of June 30, 2024, the Company was current in all payments due under the Sucampo Note and the accrued and unpaid interest on this note was approximately $87,000. Panbela has agreed to guarantee CPP’s payment obligations under the Sucampo Note pursuant to a Guaranty dated as of June 15, 2022.

v3.24.2.u1

Note 7 - Stockholders' Equity	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Equity [Text Block]	7. Stockholders’ Equity   Public offering of common stock and warrants January 2024   On January 31, 2024, the Company completed a registered public offering and issued an aggregate of 794,000 shares of its common stock, pre-funded warrants to purchase up to an aggregate of 3,581,000 shares of common stock at an exercise price of $0.001 per shares and warrants to purchase up to an aggregate of 8,750,000 shares of its common stock. The initial exercise price of the warrants is $2.06 per underlying share. The securities were issued for a combined offering price of $2.06 per share of common stock and 2 warrants, or $2.059 per pre-funded warrant and 2 warrants. Net proceeds from the offering totaled approximately $8.1 million. As of June 30, 2024, all pre-funded warrants had been exercised. The securities were offered pursuant to an effective registration statement on Form S-1.   Reverse stock splits   The Company effected a reverse stock split of one-for-twenty (1:20) on January 18, 2024. This reverse stock split was approved by the Company’s shareholders at a special meeting on December 19, 2023, and by our Board of Directors on January 13, 2024. On January 18, 2024, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-twenty (1:20) reverse stock split of the shares of the Company’s common stock, issued and outstanding, effective January 18, 2024.   The Company effected a reverse stock split of one-for-thirty (1:30) on June 1, 2023. This reverse stock split was approved by the Company’s shareholders at our annual shareholders meeting on May 25, 2023, and by our Board of Directors on June 1, 2023. On June 1, 2023, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-thirty (1:30) reverse stock split of the shares of the Company’s common stock, issued and outstanding, effective June 1, 2023.   The Company effected a reverse stock split of one-for-forty (1:40) on January 18, 2023. This reverse stock split was approved by the Company’s shareholders at our special meeting of our shareholders on November 29, 2022, and by our Board of Directors on January 5, 2023. On January 18, 2023, the Company filed a Certificate of Amendment of its Certificate of Incorporation, as amended with the Secretary of State of Delaware effecting a one-for-forty (1:40) reverse stock split of the shares of the Company’s common stock, issued and outstanding, effective January 18, 2023.   The following shares of common stock were reserved for future issuance as of the date indicated:       June 30, 2024   Stock options outstanding     607   Shares available for grant under equity incentive plan     163,800   Warrants outstanding     9,090,939         9,255,346

v3.24.2.u1

Note 8 - Stock-based Compensation	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Share-Based Payment Arrangement [Text Block]	8. Stock-based Compensation   2016 Omnibus Incentive Plan   The 2016 Omnibus Incentive Plan, as amended (the “2016 Plan”) initially authorized the issuance of up to 116 shares of our common stock pursuant to awards granted thereunder and 164,246 shares have been added pursuant to its annual evergreen feature. As of June 30, 2024, options to purchase 561 shares of our common stock were outstanding under the 2016 Plan with a weighted average price of $14,420.00 per share and average remaining life of approximately 8.4 years. Approximately 163,800 shares of our common stock remained available for future grants under the 2016 Plan as of the same date.   2011 Stock Option Plan   Our Board of Directors ceased making awards under the Panbela Therapeutics, Inc. 2011 Stock Option Plan (the “2011 Plan”) upon the original receipt of stockholder approval for the 2016 Plan in May 2016. Awards outstanding under the 2011 Plan remain outstanding in accordance with and pursuant to the terms thereof. As of June 30, 2024, options to purchase 5 shares of our common stock remained outstanding under the 2011 Plan. The weighted average exercise price is $76,200.00 per share, and the average remaining life is approximately 0.7 years.   CPP’s 2010 Equity Incentive Plan   The Company has assumed all remaining rights and obligations with respect to CPP’s 2010 Equity Incentive Plan (the “CPP Plan”) through the issuance of replacement options. As of June 30, 2024, options to purchase 41 shares of our common stock remained outstanding under the CPP Plan, with a weighted average exercise price of $6,743.41 per share, and the average remaining contractual life was 6.2 years.   Stock-based compensation expense   General and administrative (“G&A”) and research and development (“R&D”) expenses include non-cash stock-based compensation expense as a result of our issuance of stock options. The terms and vesting schedules for stock-based awards vary by type of grant and the employment status of the grantee. The awards granted through June 30, 2024, vest based upon time-based and performance conditions. There was no unamortized stock-based compensation expense related to options granted to employees, directors, and consultants as of June 30, 2024.   Stock-based compensation expense for each of the periods presented is as follows (in thousands):       Six Months Ended June 30,       2024     2023   General and Administrative   $ 68     $ 416   Research and Development     35       93       $ 103     $ 509     There were no options granted, exercised, cancelled, or forfeited during the six months ended June 30, 2024.     Information about stock options outstanding, vested and expected to vest as of June 30, 2024 is as follows:             Outstanding, Vested and Expected to Vest     Options Vested and Exercisable   Per Share Exercise Price     Shares     Weighted Average Remaining Contractual Life (Years)     Weighted Average Exercise Price     Options Exercisable     Weighted Average Remaining Contractual Life (Years)                                                     $300         503       8.75     $ 300.00       503       8.75   $5,280 -   $7,709         39       6.50     $ 5,280.00       39       6.50   $26,400 -   $98,160         37       4.79     $ 79,787.03       37       4.79   $100,080 -   $362,400         28       4.79     $ 194,220.00       28       4.79     Totals         607       8.18     $ 14,410.36       607       8.18

v3.24.2.u1

Note 9 - Gain on Sale of Intellectual Property	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]	9. Gain on Sale of Intellectual Property   In July of 2023, the Company divested certain rights, titles and interests in its eflornithine pediatric neuroblastoma program. Under the original terms of the agreement, the Company was entitled to receive up to approximately $9.5 million in non-dilutive funding in exchange for the sale of these assets. An initial payment of $0.4 million was recorded as a gain on sale of intellectual property at closing. On April 28, 2024, the Company negotiated an amendment to the agreement. In exchange for a second non-refundable payment of approximately $0.8 million the Company agreed to give up two potential future payments associated with two milestones. This nondilutive payment was received by the Company at the signing of the amendment and was recorded as a gain on sale of intellectual property. Per the amended terms, total potential payments remaining, if certain milestones are achieved, is approximately $7.6 million. The Company did not recognize a gain for any potential future payments as the milestones are not considered to be probable or measurable.

v3.24.2.u1

Note109 - Subsequent Events	6 Months Ended
	Jun. 30, 2024
Notes to Financial Statements
Subsequent Events [Text Block]	10. Subsequent Events   On July 24, 2024, Panbela and its wholly-owned subsidiary, CPP, entered into the Loan Agreement with USWM by executing and delivering to USWM the USWM Term Note. Pursuant to the Loan Agreement, the Panbela and CPP obtained a term loan from USWM in the original principal amount of $1,500,000 (the “USWM Loan”). The USWM Loan is scheduled to mature on the first to occur of: (i) the closing of a Qualifying Financing (as defined in the USWM Term Note); (ii) the closing of a Qualifying Transaction (as defined in the USWM Term Note) (the “Transaction Maturity Date”); and (iii) December 31, 2024 (as applicable, the “Financing Maturity Date”).   As used in the USWM Term Note, (a) “Qualifying Financing” means any capital increase, issue of equity-linked instruments, capital stock, shares or other equivalent instruments, subordinated debt or other securities by Borrower whether through a private placement, uplisting or otherwise raising net proceeds in an aggregate amount equal to or greater than One Million Eight Hundred Seventy-Five Thousand and 00/100ths US Dollars ($1,875,000.00); and (b) “Qualifying Transaction” means the closing of any sale, assignment, license, royalty or other agreement or transaction with a third-party other than Lender having the effect of assigning, transferring or granting, or committing to assign, transfer or grant, any right, title, license or interest in, to or under Borrower’s asset known as “Ivospemin (SBP-101)” or any patent, patent application, trademark, copyright, know-how, trade secret or other intellectual property related to such asset.   The USWM Term Note had an original principal amount of $1,500,000 and bears interest and premium as follows: (i) interest and premium in the amount of $375,000 due and payable on the Financing Maturity Date; plus (ii) interest and premium in an amount equal to ten percent (10%) of all proceeds generated by the Company pursuant to a Qualifying Transaction (the “Qualifying Transaction Payment”), due and payable on the Transaction Maturity Date, provided, however, that the Qualifying Transaction Payment shall not exceed $1,000,000. The Company may prepay all or part of the USWM Term Note at any time without penalty.   The USWM Loan proceeds may only be used by the Company for payment of fees and expenses owed to its CRO for the ASPIRE trial, for other working capital purposes, and to pay any fees or expenses in connection with the USWM Loan. To secure their obligations under the Loan Agreement and USWM Term Note, Panbela and CPP entered into a Security Agreement in favor of the USWM whereby each granted to USWM a first priority security interest in all of Panbela’s and CPP’s rights, title and interest in the Asset Purchase Agreement, dated July 17, 2023, by and among USWM, Panbela, and CPP.   Effective as of July 31, 2024, Panbela issued a promissory note in the principal amount of $100,000 to current member of its Board of Directors, D. Robert Schemel, in exchange for a short term loan of the same amount. In accordance with our related party transaction approval policy, the transaction was approved by the audit committee of our Board of Directors, with Mr. Schemel abstaining from deliberation and voting on the matter. The promissory note is scheduled to mature on September 30, 2024 and bears interest at 10% per annum. The promissory note is subordinate to the UWSM Loan in right of repayment.

v3.24.2.u1

Insider Trading Arrangements	6 Months Ended
	Jun. 30, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	Item 5. Other Information.   During the three months ended June 30,2024, no director or officer (as defined in Rule 16a-1(f) of the Securities and Exchange Act of 1934) of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

v3.24.2.u1

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Consolidation, Policy [Policy Text Block]	Principles of consolidation   The accompanying condensed consolidated financial statements include the assets, liabilities, and expenses of the Company. All significant intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates, Policy [Policy Text Block]	Use of estimates   The preparation of condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amount of expenses during the reporting period. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties with the ongoing pandemic and control responses.
Research and Development Expense, Policy [Policy Text Block]	Research and development costs   Research and development costs include expenses incurred in the conduct of our clinical trials; for third-party service providers performing various testing and accumulating data related to our preclinical studies; sponsored research agreements; developing and scaling the manufacturing process necessary to produce sufficient amounts of drug product for our product candidates for use in our pre-clinical studies and human clinical trials; consulting resources with specialized expertise related to execution of our development plan for our product candidates; personnel costs, including salaries, benefits and share-based compensation; and costs to license and maintain licensed intellectual property.   We charge research and development costs, including clinical trial costs, to expense when incurred. Our human clinical trials are, and will be, performed at clinical trial sites and are administered jointly by us with assistance from CROs. Costs of setting up clinical trial sites are accrued upon execution of the study agreement. Expenses related to the performance of clinical trials generally are accrued based on contracted amounts and the achievement of agreed upon milestones, such as patient enrollment, patient follow-up, etc. We monitor levels of performance under each significant contract, including the extent of patient enrollment and other activities through communications with the clinical trial sites and CROs, and adjust the estimates, if required, on a quarterly basis so that clinical expenses reflect the actual effort expended at each clinical trial site and by each CRO.   The cost to secure certain third-party drug product for the clinical trials, which is often paid for in advance of delivery, is charged to research and development when it is received and available to be shipped to clinical sites.   All material CRO contracts are terminable by us upon written notice, and we are generally only liable for actual effort expended by the CROs and certain non-cancelable expenses incurred at any point of termination.   We expense costs associated with obtaining licenses for patented technologies when it is determined there is no alternative future use of the intellectual property subject to the license.
Share-Based Payment Arrangement [Policy Text Block]	Stock-based compensation   In accounting for stock-based incentive awards, we measure and recognize the cost of employee and non-employee services received in exchange for awards of equity instruments based on the fair value of those awards on the grant date. Calculating stock-based compensation expense requires the input of highly subjective assumptions, which represent our best estimates and involve inherent uncertainties and the application of management’s judgment. Compensation cost is recognized ratably using the straight-line attribution method over the vesting period, which is considered to be the requisite service period. Compensation expense for performance-based stock option awards is recognized when “performance” has occurred or is probable of occurring.   The fair value of stock-based awards is estimated at the date of grant using the Black-Scholes option pricing model. The determination of the fair value of stock-based awards is affected by our stock price, as well as assumptions regarding a number of complex and subjective variables. Risk free interest rates are based upon U.S. Treasury rates appropriate for the expected term of each award. Expected volatility rates are based on historical company share price volatility. The assumed dividend yield is zero, as we do not expect to declare any dividends in the future. The expected term of options granted is determined using the “simplified” method. Under this approach, the expected term is presumed to be the mid-point between the average vesting date and the end of the contractual term.
Foreign Currency Transactions and Translations Policy [Policy Text Block]	Foreign currency translation adjustments   The functional currency of Panbela Therapeutics Pty Ltd is the Australian Dollar. Accordingly, assets and liabilities, and equity transactions of Panbela Therapeutics Australia Pty Ltd, are translated into U.S. dollars at period-end exchange rates. Revenues and expenses are translated at the average exchange rate in effect for the period. The resulting translation gains and losses are recorded as a component of accumulated comprehensive loss presented within the stockholders’ equity. During the six-month periods ended June 30, 2024 and 2023, any reclassification adjustments from accumulated other comprehensive loss to operations were inconsequential.
Comprehensive Income, Policy [Policy Text Block]	Comprehensive loss   Comprehensive loss consists of our net loss and the effects of foreign currency translation.
Earnings Per Share, Policy [Policy Text Block]	Net loss per share   Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is based on the weighted average of common shares outstanding during the period plus dilutive potential common shares calculated using the treasury stock method. Such potentially dilutive shares are excluded when the effect is anti-dilutive or reduce a net loss per share. The Company’s potentially dilutive shares, which include outstanding common stock options, and warrants, have not been included in the computation of diluted net loss per share for all periods as the result would be anti-dilutive.   The following table sets forth the potential shares of common stock that were not included in the calculation of diluted net loss per share as their effects would have been anti-dilutive as of the dates indicated:       June 30,       2024     2023   Employee and non-employee stock options     607       607   Common stock issuable under common stock purchase warrants     9,090,939       10,139         9,091,546       10,746

v3.24.2.u1

Note 5 - Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2024
Notes Tables
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]	June 30,       2024     2023   Employee and non-employee stock options     607       607   Common stock issuable under common stock purchase warrants     9,090,939       10,139         9,091,546       10,746

v3.24.2.u1

Note 7 - Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2024
Notes Tables
Schedule of Common Stock Reserved for Future Issuance [Table Text Block]	June 30, 2024   Stock options outstanding     607   Shares available for grant under equity incentive plan     163,800   Warrants outstanding     9,090,939         9,255,346

v3.24.2.u1

Note 8 - Stock-based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Notes Tables
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]	Six Months Ended June 30,       2024     2023   General and Administrative   $ 68     $ 416   Research and Development     35       93       $ 103     $ 509
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]	Outstanding, Vested and Expected to Vest     Options Vested and Exercisable   Per Share Exercise Price     Shares     Weighted Average Remaining Contractual Life (Years)     Weighted Average Exercise Price     Options Exercisable     Weighted Average Remaining Contractual Life (Years)                                                     $300         503       8.75     $ 300.00       503       8.75   $5,280 -   $7,709         39       6.50     $ 5,280.00       39       6.50   $26,400 -   $98,160         37       4.79     $ 79,787.03       37       4.79   $100,080 -   $362,400         28       4.79     $ 194,220.00       28       4.79     Totals         607       8.18     $ 14,410.36       607       8.18

v3.24.2.u1

Note 1 - Business (Details Textual)	Jan. 18, 2024	Jun. 01, 2023	Jan. 18, 2023	Jan. 13, 2023
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio	20	30	40	40

v3.24.2.u1

Note 2 - Risks and Uncertainties (Details Textual) - USD ($)		3 Months Ended				6 Months Ended
	Jul. 26, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Retained Earnings (Accumulated Deficit)		$ 139,757,000				$ 139,757,000		$ 125,497,000	$ 139,800,000
Net Income (Loss) Attributable to Parent		7,139,000	$ 7,121,000	$ 5,833,000	$ 5,118,000	14,260,000	$ 10,951,000
Net Cash Provided by (Used in) Operating Activities						10,373,000	15,492,000
Cash and Cash Equivalents, at Carrying Value		59,000				59,000		2,578,000
Working Capital		16,000,000				16,000,000
Equity, Attributable to Parent		(10,568,000)	$ (3,187,000)	$ 4,802,000	$ 2,530,000	(10,568,000)	4,802,000	$ (4,710,000)		$ (8,049,000)
Increase (Decrease) in Accounts Payable						(4,578,000)	$ (5,811,000)
CRO for ASPIRE Trials [Member]
Accounts Payable		$ 11,200,000				$ 11,200,000
CRO for ASPIRE Trials [Member] | Subsequent Event [Member]
Increase (Decrease) in Accounts Payable	$ 1,500,000

v3.24.2.u1

Note 4 - Liquidity and Business Plan (Details Textual) - USD ($)						12 Months Ended
	Jan. 31, 2024	Dec. 21, 2023	Nov. 02, 2023	Jun. 21, 2023	Jan. 31, 2023	Dec. 31, 2023	Jul. 24, 2024
Registered Public Offering [Member]
Proceeds from Issuance or Sale of Equity	$ 9,000,000			$ 8,500,000	$ 15,000,000
Inducement Warrant [Member]
Proceeds from Issuance or Sale of Equity		$ 2,000,000	$ 1,900,000
ATM Program [Member]
Proceeds from Issuance or Sale of Equity						$ 1,600,000
USWM Loan Agreement [Member]
Debt Instrument, Face Amount							$ 1,500,000

v3.24.2.u1

Note 5 - Summary of Significant Accounting Policies (Details Textual) Pure in Thousands	6 Months Ended
	Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%

v3.24.2.u1

Note 5 - Summary of Significant Accounting Policies - Anti-dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Anti-dilutive securities (in shares)	9,091,546	10,746
Share-Based Payment Arrangement [Member]
Anti-dilutive securities (in shares)	607	607
Warrant [Member]
Anti-dilutive securities (in shares)	9,090,939	10,139

v3.24.2.u1

Note 6 - Notes Payable (Details Textual) - Sucampo Note [Member] - USD ($)	Feb. 01, 2023	Jun. 15, 2022	Jun. 30, 2024
Long-Term Debt			$ 4,300,000
Debt Instrument, Face Amount		$ 6,200,000
Long-Term Debt, Gross			4,200,000
Debt Instrument, Interest Rate, Stated Percentage		5.00%
Debt Instrument, Periodic Payment		$ 1,000,000
Repayments of Long-Term Debt	$ 1,000,000
Interest Paid, Including Capitalized Interest, Operating and Investing Activities	$ 260,000
Interest Payable			$ 87,000

v3.24.2.u1

Note 7 - Stockholders' Equity (Details Textual) $ / shares in Units, $ in Millions	Jan. 31, 2024 USD ($) $ / shares shares	Jan. 18, 2024	Jun. 01, 2023	Jan. 18, 2023	Jan. 13, 2023
Reverse Stock Split [Member]
Stockholders' Equity Note, Stock Split, Conversion Ratio		20	30	40	40
Pre-funded Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	3,581,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.001
Common Stock Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares	8,750,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 2.06
Registered Public Offering [Member]
Stock Issued During Period, Shares, New Issues | shares	794,000
Units Issued, Stock and Warrant, Price Per Share | $ / shares	$ 2.06
Units Issued, Warrant and Warrant, Warrant Per Unit | shares	2
Units Issued, Warrant and Warrant, Price Per Unit | $ / shares	$ 2.059
Proceeds from Issuance or Sale of Equity, Net | $	$ 8.1

v3.24.2.u1

Note 7 - Stockholders' Equity - Common Stock Reserved for Future Issuance (Details)	Jun. 30, 2024 shares
Shares reserved (in shares)	9,255,346
Share-Based Payment Arrangement, Option [Member]
Shares reserved (in shares)	607
Shares Available for Grant Under Equity Incentive Plan [Member]
Shares reserved (in shares)	163,800
Warrant [Member]
Shares reserved (in shares)	9,090,939

v3.24.2.u1

Note 8 - Stock-based Compensation (Details Textual) - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2016
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 14,410.36
Panbela Therapeutics, Inc. 2016 Omnibus Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized		116
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized	164,246
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	561
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 14,420
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8 years 4 months 24 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant	163,800
Panbela Therapeutics, Inc. 2011 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	5
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 76,200
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8 months 12 days
CPP's 2010 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	41
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price	$ 6,743.41
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	6 years 2 months 12 days

v3.24.2.u1

Note 8 - Stock-based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based compensation expense	$ 103	$ 509
General and Administrative Expense [Member]
Share-based compensation expense	68	416
Research and Development Expense [Member]
Share-based compensation expense	$ 35	$ 93

v3.24.2.u1

Note 8 - Stock-based Compensation - Options Outstanding (Details)		6 Months Ended
	Jun. 30, 2024 $ / shares shares	Jun. 30, 2024 $ / shares shares
Options outstanding (in shares) | shares	607	607
Options outstanding, weighted average remaining contractual life (Year)		8 years 2 months 4 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 14,410.36	$ 14,410.36
Options exercisable (in shares) | shares	607	607
Options excercisable, weighted average remaining contractual life (Year)		8 years 2 months 4 days
Exercise Price Range 1 [Member]
Per share exercise price, lower limit (in dollars per share)		$ 300
Options outstanding (in shares) | shares	503	503
Options outstanding, weighted average remaining contractual life (Year)		8 years 9 months
Options outstanding, weighted average exercise price (in dollars per share)	$ 300	$ 300
Options exercisable (in shares) | shares	503	503
Options excercisable, weighted average remaining contractual life (Year)		8 years 9 months
Exercise Price Range 2 [Member]
Per share exercise price, lower limit (in dollars per share)		$ 5,280
Options outstanding (in shares) | shares	39	39
Options outstanding, weighted average remaining contractual life (Year)		6 years 6 months
Options outstanding, weighted average exercise price (in dollars per share)	$ 5,280	$ 5,280
Options exercisable (in shares) | shares	39	39
Options excercisable, weighted average remaining contractual life (Year)		6 years 6 months
Per share exercise price, upper limit (in dollars per share)		$ 7,709
Exercise Price Range 3 [Member]
Per share exercise price, lower limit (in dollars per share)		$ 26,400
Options outstanding (in shares) | shares	37	37
Options outstanding, weighted average remaining contractual life (Year)		4 years 9 months 14 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 79,787.03	$ 79,787.03
Options exercisable (in shares) | shares	37	37
Options excercisable, weighted average remaining contractual life (Year)		4 years 9 months 14 days
Per share exercise price, upper limit (in dollars per share)		$ 98,160
Exercise Price Range 4 [Member]
Per share exercise price, lower limit (in dollars per share)	$ 100,080
Options outstanding (in shares) | shares	28	28
Options outstanding, weighted average remaining contractual life (Year)		4 years 9 months 14 days
Options outstanding, weighted average exercise price (in dollars per share)	$ 194,220	$ 194,220
Options exercisable (in shares) | shares	28	28
Options excercisable, weighted average remaining contractual life (Year)		4 years 9 months 14 days
Per share exercise price, upper limit (in dollars per share)		$ 362,400

v3.24.2.u1

Note 9 - Gain on Sale of Intellectual Property (Details Textual) - USD ($) $ in Millions	Apr. 28, 2024	Jul. 17, 2023
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	$ 0.8	$ 0.4
Maximum [Member]
Disposal Group, Including Discontinued Operation, Consideration		$ 9.5
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal	$ 7.6

v3.24.2.u1

Note109 - Subsequent Events (Details Textual) - USD ($)	Jul. 31, 2024	Jul. 24, 2024
Subsequent Event [Member] | Promissory Note to Director [Member]
Payments to Acquire Loans Receivable	$ 100,000
Loan Receivable, Interest Rate	10.00%
USWM Loan Agreement [Member]
Debt Instrument, Face Amount		$ 1,500,000
USWM Loan Agreement [Member] | Subsequent Event [Member]
Debt Instrument, Face Amount		1,500,000
Debt Instrument, Covenant, Qualifying Financing Threshold		1,875,000
Debt Instrument, Periodic Payment		$ 375,000
Debt Instrument, Interest Rate, Stated Percentage		10.00%
Debt Instrument, Covenant, Qualifying Transaction Threshold		$ 1,000,000

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