As filed with the U.S. Securities and Exchange Commission on May 15, 2023

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Kiromic BioPharma, Inc.

(Exact name of Registrant as specified in its charter)



Delaware	2836	46-4762913
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

7707 Fannin, Suite 140

Houston, TX 77054

(832) 968-4888 (Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Pietro Bersani, CPA.

Chief Executive Officer

7707 Fannin, Suite 140

Houston, TX 77054

(832) 968-4888 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey Fessler, Esq.

Greg Carney, Esq.

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

(212) 653-8700

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


		Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		5
PROSPECTUS SUMMARY		7
THE OFFERING		11
RISK FACTORS		12
USE OF PROCEEDS		18
PRINCIPAL SECURITYHOLDERS		19
SELLING SECURITYHOLDERS		20
PLAN OF DISTRIBUTION		21
LEGAL MATTERS		23
EXPERTS		23
WHERE YOU CAN FIND MORE INFORMATION		23
INCORPORATION OF DOCUMENTS BY REFERENCE		23


Issuer		Kiromic Biopharma, Inc.

Shares of Common Stock offered by the Selling Securityholder		1,302,083 shares of Common Stock that we may elect, in our discretion, to issue and sell to the Selling Securityholder under the YA Purchase Agreement from time to time.

Terms of the Offering		The Selling Securityholder will determine when and how it will dispose of any shares of Common Stock registered under this prospectus for resale.

Common Stock Outstanding Before this Offering (1)		979,243 shares of Common Stock.

Common Stock Outstanding After this Offering		2,281,326 shares of Common Stock.

Use of Proceeds		We will not receive any proceeds from the resale of shares of Common Stock included in this prospectus by the Selling Securityholder. However, we may receive up to $5,000,000 in aggregate gross proceeds (or up to $8,000,000 in aggregate gross proceeds in the event that we request the $3,000,000 Commitment Increase from the Selling Securityholder) under the YA Purchase Agreement from sales of Common Stock that we may elect to make to the Selling Securityholder pursuant to the YA Purchase Agreement, if any, from time to time in our discretion. We expect to use the net proceeds that we receive under the YA Purchase Agreement for working capital and general corporate purposes, which may include capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, business combinations and the repayment, refinancing, redemption or repurchase of indebtedness or capital stock. However, we have not designated any specific uses and have no current agreement with respect to any acquisition or strategic transaction. See “Use of Proceeds.”

Market for our Common Stock and Public Warrants		Our Common Stock is listed on the Nasdaq Capital Market under the symbol “KRBP”.

Risk factors		See “Risk Factors” beginning on page [ ] and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in the securities being offered by this prospectus.


Assumed Average Purchase Price Per Share			Number of Registered Shares to be Issued if Full Purchase⁽¹⁾	Percentage of Outstanding Shares After Giving Effect to the Issuance to the Selling Securityholder⁽²⁾		Gross Proceeds from the Sale of Shares to the Selling Securityholder Under the Purchase Agreement
$	2.00		2,500,000	71.85	%	$	5,000,000.00
$	3.00		1,666,667	62.99	%	$	4,999,998.00
$	3.84	⁽³⁾	1,302,083	57.08	%	$	5,000,000.00
$	4.00		1,250,000	56.07	%	$	5,000,000.00
$	5.00		1,000,000	50.52	%	$	5,000,000.00
$	9.75	⁽⁴⁾	513,875	34.42	%	$	5,010,281.25


		Shares of	Shares of common
		common stock	stock
		issuable upon	issuable upon	Percentage of
	Number of Shares	exercise of	vesting of	Common Stock
Beneficial Owner	Beneficially Owned	stock options	restricted stock units	Beneficially Owned
Directors and Executive Officers
Pietro Bersani	21,453	—	—	2.19	%
Americo Cicchetti	6,296	—	—	*
Michael Nagel	6,296	—	—	*
All current directors and executive officers as a group (3 persons)	34,045	—	—	3.48	%
5% Stockholders
Cede & Co	318,375	—	—	32.51	%
Empery Asset Management, LP	179,653	—	—	9.99	%
Sabby Volatility Warrant Master Fund, Ltd	60,762	—	—	6.20	%
YA II PN, Ltd	56,366	—	—	5.76	%


	Number of Shares of Common Stock Beneficially Owned			Shares of Common Stock Beneficially Owned After the Offered Shares of Common Stock Are Sold
Name of Selling Securityholder	Number⁽¹⁾	Percent	Maximum Number of Shares of Common Shares Being Offered⁽²⁾	Number⁽³⁾	Percent
YA II PN Ltd.⁽⁴⁾	56,336	5.76	1,302,083	56,336	2.47


SEC registration fee	$ 3,000
Legal fees and expenses	$ 40,000
Accounting fees and expenses	$ 150,000
Printing, transfer agent fees and miscellaneous	$ 45,000
expenses
Total	$ 238,000


Exhibit No.		Description of Exhibit
3.1		Fourth Amended and Restated Certificate of Incorporation of Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on October 21, 2020)
3.2		Second Amended and Restated Bylaws of Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
3.3		Certificate of Designation of Preferences, Rights and Limitations of the Series C Convertible Voting Preferred Stock dated March 28, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on March 31, 2023)
3.4		Second Amended and Restated Bylaws of Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
5.1*		Opinion of Sheppard Mullin Richter & Hampton LLP
10.2#		License Agreement, dated December 1, 2016, between Mercer University and Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
10.3#		License Agreement, dated September 14, 2018, between CGA 369 Intellectual Holdings, Inc. and Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
10.4#		Amendment to License Agreement, dated October 16, 2019, between CGA 369 Intellectual Holdings, Inc. and Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
10.5#		Collaboration Agreement, dated February 6, 2020, between University of Texas MD Anderson Cancer Center and Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
10.6†		Employment Agreement dated January 1, 2020 between Kiromic BioPharma, Inc and Scott Dahlbeck (incorporated by reference to Exhibit 10.19 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)

10.9†		Kiromic, Inc. 2017 Equity Incentive Plan (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
10.10#		Joint venture agreement, dated 4.06.2020, between Molipharma S.R.L. and Kiromic BioPharma, Inc. (incorporated by reference to Exhibit 10.23 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
10.11†		Form of Director Services Agreement between Kiromic BioPharma, Inc. and all independent directors (incorporated by reference to Exhibit 10.24 to the Company’s Registration Statement on Form S-1/A filed on October 6, 2020)
10.12†		Amended and Restated License Agreement by and between the Company and Longwood University, dated as of November 30, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 29, 2021)
10.13		Strategic Alliance Agreement by and between the Company and Leon Office (H.K.) Ltd, effective as of January 28, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 12, 2021)
10.14		Executive Employment Agreement by and between the Company and Dr. Michael Ryan, effective as of July 1, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 8, 2021)
10.15		Separation Agreement by and between Kiromic Biopharma, Inc. and Ignacio Nunez, effective as of December 8, 2021 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2021)
10.16		Executive Employment Agreement by and between the Company and Pietro Bersani, effective as of January 27, 2022 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 2, 2022)
10.17		Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement by and between the Company and Pietro Bersani effective as of January 27, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 2, 2022)
10.18		Indemnification Agreement by and between the Company and Pietro Bersani effective as of January 27, 2022 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 2, 2022)
10.19		Transition and Consulting Agreement effective as of February 9, 2022, by and between Kiromic BioPharma, Inc. and Gianluca Rotino (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 16, 2022)
10.20		Modification to Employment Agreement effective as of February 9, 2022, by and between Kiromic BioPharma, Inc. and Scott Dahlbeck (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 16, 2022)
10.21		Stipulation of Settlement and Mutual Release, dated October 10, 2022, by and among Kiromic Biopharma, Inc., Empery Asset Master, Ltd. and other parties (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 14, 2022)
10.22		Stipulation of Settlement and Mutual Release, dated October 10, 2022, by and among Kiromic Biopharma, Inc., Sabby Volatility Warrant Master Fund Ltd. and other parties (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on October 14, 2022)
10.23		Form of the Subordinated Convertible Promissory Note (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 14, 2022)
10.24		Standby Equity Purchase Agreement, dated October 13, 2022, by and between Kiromic Biopharma, Inc. and YA II PN, Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 19, 2022)
10.25		Form of the 25% Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on October 27, 2022)

10.26		Amended Stipulation of Settlement and Mutual Release, dated October 27, 2022, by and among Kiromic Biopharma, Inc., Empery Asset Master, Ltd. and other parties (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 2, 2022)
10.27		Amended Stipulation of Settlement and Mutual Release, dated October 27, 2022, by and among Kiromic Biopharma, Inc., Sabby Volatility Warrant Master Fund Ltd. and other parties (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on November 2, 2022)
10.28		Form of Note Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 26, 2023)
10.29		Form of Exchange Agreement dated as of March 28, 2023 between the Company and the holder of the Exchange Securities (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 31, 2023)
21.1		List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K filed on April 17, 2023)
23.1*		Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1)
23.2*		Consent of Whitley Penn LLP, independent registered public accounting firm
23.3*		Consent of Deloitte & Touche LLP, independent registered public accounting firm
24.1*		Power of Attorney (included on signature page)
107*		Fee Table


	KIROMIC BIOPHARMA, INC.


	By:	/s/ Pietro Bersani
		Name: Pietro Bersani
		Title: Chief Executive Officer and Director (Principal
		Executive and Financial Officer)


Signature	Title	Date

/S/ PIETRO BERSANI	Chief Executive Officer and Director (Principal
Pietro Bersani	Executive and Financial Officer)	May 15, 2023

/S/ AMERICO CICCHETTI
Americo Cicchetti	Director	May 15, 2023

/S/ MICHAEL NAGEL
Michael Nagel	Director	May 15, 2023

SEC Form S-1 filed by Kiromic BioPharma Inc.