SEC Comment Letter 0000000000-24-006485 to Panbela Therapeutics, Inc. (PBLA) (CIK 0001029125)
Panbela Therapeutics, Inc. (PBLA) (CIK 0001029125)
Date: June 5, 2024 · CIK: 0001029125 · Accession: 0000000000-24-006485
AI Filing Summary & Sentiment
File numbers found in text: 001-39468
Letter
United States securities and exchange commission logo June 5, 2024 Susan Horvath Chief Financial Officer, Treasurer and Secretary Panbela Therapeutics, Inc. 712 Vista Blvd, #305 Waconia, Minnesota 55387 Re:Panbela Therapeutics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 26, 2024 File No. 001-39468 Dear Susan Horvath: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2023 Notes to Consolidated Financial Statements 9. Stockholders' Equity, page F-15 1.Please address the following as it relates to your warrant exercise inducement offers on November 2, 2023 and December 21, 2023:
•Provide us with a rollforward of your warrant activity for the years ended December 31, 2023 and 2022 and the most recent interim period which shows warrant issuances and exercises, along with the warrant issue dates, expiration dates and exercise prices for each class of warrant. Please also explain the differences between terms governing the Class A, B, C and D warrants. Revise your disclosure in future filings accordingly.
•Provide us with an analysis supporting your accounting treatment for these transactions with reference to the relevant guidance in ASC 815-40-35-14 through
FirstName LastNameSusan Horvath Comapany NamePanbela Therapeutics, Inc. June 5, 2024 Page 2 FirstName LastName Susan Horvath Panbela Therapeutics, Inc. June 5, 2024 Page 2 35-18. In this regard, specifically address the following:oExplain how you calculated the $9.1 million warrant inducement cost. To the extent that this amount represents the difference between the fair value of the warrants exercised upon inducement and the new warrants issued, please explain how the fair value of these warrants was determined and provide the significant assumptions used in these valuations. oExplain how you considered the guidance in ASC 815-40-35-17 in determining that the appropriate accounting treatment was to record this inducement cost to APIC with an offset to Accumulated Deficit. oRevise your future filings to disclose your accounting policy for such inducements, modifications, or exchanges.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
June 5, 2024
Susan Horvath
Chief Financial Officer, Treasurer and Secretary
Panbela Therapeutics, Inc.
712 Vista Blvd, #305
Waconia, Minnesota 55387
Re:Panbela Therapeutics, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed March 26, 2024
File No. 001-39468
Dear Susan Horvath:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Notes to Consolidated Financial Statements
9. Stockholders' Equity, page F-15
1.Please address the following as it relates to your warrant exercise inducement offers on
November 2, 2023 and December 21, 2023:
•Provide us with a rollforward of your warrant activity for the years ended December
31, 2023 and 2022 and the most recent interim period which shows warrant issuances
and exercises, along with the warrant issue dates, expiration dates and exercise
prices for each class of warrant. Please also explain the differences between terms
governing the Class A, B, C and D warrants. Revise your disclosure in future filings
accordingly.
•Provide us with an analysis supporting your accounting treatment for these
transactions with reference to the relevant guidance in ASC 815-40-35-14 through
FirstName LastNameSusan Horvath
Comapany NamePanbela Therapeutics, Inc.
June 5, 2024 Page 2
FirstName LastName
Susan Horvath
Panbela Therapeutics, Inc.
June 5, 2024
Page 2
35-18. In this regard, specifically address the following:oExplain how you calculated the $9.1 million warrant inducement cost. To the
extent that this amount represents the difference between the fair value of the
warrants exercised upon inducement and the new warrants issued, please
explain how the fair value of these warrants was determined and provide the
significant assumptions used in these valuations.
oExplain how you considered the guidance in ASC 815-40-35-17 in determining
that the appropriate accounting treatment was to record this inducement cost to
APIC with an offset to Accumulated Deficit.
oRevise your future filings to disclose your accounting policy for such
inducements, modifications, or exchanges.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences