SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Nant Capital, LLC

(Last)

(First)

(Middle)

450 DULEY ROAD

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Panbela Therapeutics, Inc. [ PBLA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8% Senior Convertible Note due 2025⁽¹⁾	$0.37	11/15/2024		P		$9,150,000		11/15/2024	04/22/2025	Common Stock	24,729,730⁽²⁾	$9,150,000	$12,000,000⁽³⁾	D⁽⁴⁾

1. Name and Address of Reporting Person^*

Nant Capital, LLC

(Last)

(First)

(Middle)

450 DULEY ROAD

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SOON-SHIONG PATRICK

(Last)

(First)

(Middle)

C/O NANT CAPITAL LLC

450 DULEY ROAD

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The holding includes the 8% Senior Convertible Tranche A Note issued on October 22, 2024 ("Tranche A Note") as previously reported on the Form 3 filed on October 29, 2024, and the 8% Senior Convertible Tranche B Note issued on November 15, 2024 (the "Tranche B Note"), in each case issued pursuant to that certain Note Purchase Agreement by and between the Issuer and Nant Capital, LLC ("Nant Capital") dated October 22, 2024 (the "Purchase Agreement"). The Tranche A Note and the Tranche B Note are reported as a single holding (the "Note"). Interest accrues on the unpaid principal amount at a rate equal to 8.0% plus the Monthly SOFR Rate (as defined in the Note), which shall be due and payable in full on April 22, 2025 (the "Maturity Date")

2. Subject to an issuance limitation in the event of a voluntary conversion of the Note occurring prior to the Maturity Date that prohibits Nant Capital from converting the Note to the extent that after giving effect to the issuance of the Issuer's common stock after such conversion, Nant Capital (together with Nant Capital's affiliates, and any other person acting as a group together with Nant Capital or any of Nant Capital's affiliates) would beneficially own in excess of 33.33% of the shares of the Issuer's common stock outstanding. If the Note has not previously been repaid in full in cash or converted in full into shares of the Issuer's common stock on or before the Maturity Date, Nant Capital will have the right to convert each Note in full, including accrued but unpaid interest, at Nant Capital's sole discretion, at a conversion price of $0.37.

3. Includes the Tranche A Note of $2,850,000 principal amount as previously reported on the Form 3.

4. Note held by Nant Capital. Dr. Patrick Soon-Shiong owns all of the equity interests of Nant Capital and Dr. Soon-Shiong may be deemed to have beneficial ownership of the shares held by Nant Capital.

	/s/ Charles Kenworthy, Manager, Nant Capital LLC	11/19/2024
	/s/ Patrick Soon-Shiong	11/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 4 filed by Large owner Nant Capital, Llc