Current Report Filing (8-k)
27 Juin 2023 - 10:16PM
Edgar (US Regulatory)
0001792581
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0001792581
2023-06-26
2023-06-26
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iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 26, 2023
Kiromic BioPharma, Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-39619 |
|
46-4762913 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
7707 Fannin, Suite 140
Houston, TX, 77054
(Address of principal
executive offices) (Zip Code)
Registrant’s telephone number, including
area code (832) 968-4888
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which
Registered |
Common
Stock, $0.001 par value |
|
KRBP |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 |
Entry into a Material Definitive Agreement. |
On
June 26, 2023, Kiromic BioPharma, Inc. (the “Company”) issued a 25% Senior Secured Convertible Promissory Note (the “Note”)
to an accredited investor. The Note has a principal amount of $2,400,000, bears interest at a rate of 25% per annum (the “Stated
Rate”) and matures on June 26, 2024 (the “Maturity Date”), on which the principal balance and accrued but unpaid interest
under the Note shall be due and payable. The Stated Rate will increase to 27% per annum or the highest rate then allowed under applicable
law (whichever is lower) upon occurrence of an event of default, including the failure by the Company to make payment of principal or
interest due under the Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency
laws.
The
Note is convertible into shares (the “Conversion Shares”) of the Company’s common stock, par value $0.001 per share
(the “Common Stock”), at an initial conversion price of $6.50 per share (the “Conversion Price”), subject to a
beneficial ownership limitation equivalent to 9.99% (the “Beneficial Ownership Limitation”).
The
unpaid principal of and interest on the Note constitute unsubordinated obligations of the Company and are senior and preferred in right
of payment to all subordinated indebtedness and equity securities of the Company outstanding as of the Issuance Date; provided, however,
that the Company may incur or guarantee additional indebtedness after the Issuance Date, whether such indebtedness are senior, pari passu
or junior to the obligations under the Note, which are secured by all of the Company’s right, title and interest, in and to, (i)
all fixtures (as defined in the Uniform Commercial Code, the “UCC”) and equipment (as defined in the UCC), and (ii) all of
the Company’s intellectual property as specified in the Note, subject to certain exclusions as described in the Note.
The
foregoing description of the Note is qualified in its entirety by reference to the full text of such Note, a copy of which is attached
hereto as exhibit 10.1 and incorporated herein by reference.
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
Item 3.02 |
Unregistered Sales of Equity Securities |
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. The
issuance of the Note was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933,
as amended.
Item 9.01. | Financial Statements
and Exhibits |
(d) Exhibits.
104 |
Cover Page Interactive Data File (embedded within the XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
Kiromic BioPharma, Inc. |
|
|
Date: June 27, 2023 |
By: |
/s/ Pietro Bersani |
|
|
Pietro Bersani |
|
|
Chief Executive Officer |
Kiromic BioPharma (NASDAQ:KRBP)
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