Material Agreement Form 8 K

On December 9, 2024, Kiromic BioPharma, Inc. (the "Company") issued a 25% Senior Secured Convertible Promissory Note (the "Note") to an accredited investor (the "Holder"). The Note has a principal amount of $2,000,000, bears interest at a rate of 25% per annum (the "Stated Rate") and matures on December 9, 2025 (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 Holder of the Note shall have the right at its option, at any time beginning on January 31, 2025 to convert the Note into shares (the "Conversion Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a price equal to 90% of the 5-day VWAP (as defined in the Note) for the Common Stock beginning on the fifth day preceding the date of the Notice of Conversion (as defined in the Note), subject to a beneficial ownership limitation equivalent to 19.99% (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.

Following the transaction described in this Item 1.01, the Holder holds (i) 7 promissory notes for an aggregate value of $13.2 million that remain issued and outstanding, (ii) 14,000 shares of the Company's Series C Convertible Voting Preferred Stock, (iii) 16,837.58 shares of the Company's Series D Convertible Voting Preferred Stock and (iv) 5,997 shares of the Company's Series E Convertible Voting Preferred Stock.