Panbela Therapeutics, Inc.

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. On January 20, 2025, Panbela Therapeutics, Inc. (the “Company”) furnished to Nant Capital, LLC (the “Investor”), as the lender under the previously disclosed (i) Senior Convertible Promissory Tranche A Note (the “Tranche A Note”) and (ii) the Senior Convertible Promissory Tranche B Note (together with the Tranche A Note, the “Notes”), written notice of the occurrence of an event of default arising from the Company’s inability to satisfy its covenant to satisfy all of its material obligations incurred after the respective dates of the Notes. So long as the event of default continues, (a) all outstanding obligations of the Company under the Notes, which totaled $12,000,000.00 as of December 31, 2024, will bear interest at an increased rate of the Monthly SOFR Rate (as defined in the Notes) plus 12% per annum, compounded monthly and (b), the Investor may, by written notice to the Company, declare the Company’s outstanding obligations under the Notes immediately due and payable. If the lender exercises its option under clause (b) above, then the Investor would have an option, in its sole and absolute discretion, to convert all of the outstanding balance of the Notes into shares of the Company’s common stock, without limitation.

Item 5.01. Changes in Control of Registrant. The disclosure under Item 2.04 of this Current Report on Form 8-K relating to the Investor’s right to request shares of common stock in satisfaction of the Company’s obligations under the Notes is incorporated herein by reference. As of the filing of this report, no shares of the Company’s common stock have been issued pursuant to the terms of the Notes.