Certificate of Incorporation/Bylaws - Form 8-K

Item 1.01. Entry Into a Material Definitive Agreement.

On April 23, 2024, Panbela Therapeutics, Inc. (the "Company") entered into a Subscription and Investment Representation Agreement (the "Subscription Agreement") with Michael T. Cullen (the "Purchaser"), Chairman of the Company's Board of Directors, pursuant to which the Company agreed to issue and sell one (1) share of the Company's Series A Preferred Stock, par value $0.001 per share (the "Preferred Stock"), to the Purchaser for $10 cash. The sale closed on April 23, 2024. Additional information regarding the rights, preferences, privileges and restrictions applicable to the Preferred Stock is contained in Item 5.03 of this report and incorporated by reference herein.

The Subscription Agreement contains customary representations and warranties and certain indemnification rights and obligations of the parties.

The foregoing description of the Subscription Agreement does not purport to be complete and is subject to, and qualified by, the full text of such document, a copy of which is filed as Exhibit 10.1 and incorporated by reference herein.