Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Panbela Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
69833W404 (CUSIP Number) |
Nant Capital, LLC Attn: Charles Kenworthy, 450 Duley Road El Segundo, CA, 90245 (310) 836-6400 Martin J. Waters Wilson Sonsini Goodrich & Rosati P.C., 12235 El Camino Real San Diego, CA, 92130 (858) 350-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/22/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 69833W404 |
| 1 |
Name of reporting person
Nant Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,432,432.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
86.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Item 13 percentage is calculated based upon (x) the sum of 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer, pursuant to the voluntary conversion of the Notes (as defined below), divided by (y) the sum of (i) 4,854,861 shares of the Issuer's Common Stock outstanding, as of November 11, 2024, as provided by the Issuer; and (ii) 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer pursuant to the voluntary conversion of the Notes. On October 22, 2024, the Issuer entered into a Note Purchase Agreement (the "Agreement") with Nant Capital. Pursuant to the Agreement, the Issuer (i) issued on October 22, 2024 an interest-bearing Senior Convertible Promissory Tranche A Note (the "Tranche A Note") for the principal sum of $2,850,000, and (ii) issued on November 15, 2024 an interest-bearing Senior Convertible Promissory Tranche B Note (the "Tranche B Note," and, together with the Tranche A Note, the "Notes") for the principal sum of $9,150,000, in each case in exchange for a cash purchase price by Nant Capital to the Issuer equal to the same principal amounts and pursuant to a private placement pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") afforded by
Section 4(a)(2) of the Securities Act.
SCHEDULE 13D
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| CUSIP No. | 69833W404 |
| 1 |
Name of reporting person
Patrick Soon-Shiong | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
32,432,432.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
86.98 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Item 13 percentage is calculated based upon (x) the sum of 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer, pursuant to the voluntary conversion of the Notes, divided by (y) the sum of (i) 4,854,861 shares of the Issuer's Common Stock outstanding, as of November 11, 2024, as provided by the Issuer; and (ii) 32,432,432 shares of the Issuer's Common Stock that Nant Capital has the right to acquire from the Issuer pursuant to the voluntary conversion of the Notes.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share | |
| (b) | Name of Issuer:
Panbela Therapeutics, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
712 Vista Boulevard, #305, Waconia,
MINNESOTA
, 55387. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed on October 29, 2024 (the "Schedule 13D") jointly by Nant Capital, LLC ("Nant Capital") and Patrick Soon Shiong (the "Reporting Owners"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Nant Capital purchased the Tranche A Note in the aggregate principal amount of $2.85 million. On November 15, 2024, Nant Capital purchased the Tranche B Note for the aggregate principal amount of $9,150,000 on substantially similar terms as the Tranche A Note. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Nant Capital beneficially owns, in the aggregate, 32,432,432 shares of the Issuer's Common Stock that may be acquired by Nant Capital pursuant to the conversion of the Notes. Dr. Soon-Shiong beneficially owns and shares voting power and investment power over all shares of the Issuer's Common Stock described above as being beneficially owned by Nant Capital. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 32,432,432 shares of the Issuer's Common Stock, representing approximately 86.98% of the outstanding Common Stock of the Issuer. For purposes of this Item 5(a) and (b), the percentages are calculated based upon (x) the shares of the Issuer's Common Stock beneficially owned by the Reporting Person, divided by (y) the sum of (i) 4,854,861 shares of the Issuer's Common Stock outstanding as of November 11, 2024 as provided by the Issuer, and (ii) 32,432,432 shares of the Issuer's Common Stock issuable to Nant Capital upon the conversion of the Notes. | |
| (b) | 32,432,432 | |
| (d) | To the knowledge of the Reporting Owners, other than as described in this Schedule 13D, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by it. | |
| (e) | Not Applicable | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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