Certificate of Incorporation/Bylaws Form 8 K

On June 21, 2024, Kiromic BioPharma, Inc. (the "Company") entered into an Exchange Agreement (the "Exchange Agreement") with the holder of certain promissory notes of the Company (the "Holder") pursuant to which the Company and the Holder agreed to reclassify three series of the Company's 25% Senior Secured Convertible Promissory Notes with an aggregate principal amount of $7,200,000 (the "Exchange Notes") plus accrued interest of $1,637,580 into 8,837.58 shares of Series D Convertible Voting Preferred Stock (the "Series D Preferred Stock") with an aggregate stated value of $8,837,580.

The foregoing description of the Exchange Agreement is qualified in its entirety by reference to the full text of such Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

On June 21, 2024, the Company and the Holder agreed to reclassify the Holder's right to convert accrued interest due to the Holder for convertible promissory notes whose principal amounts have previously been converted to convertible voting preferred shares of the Company (the "Note Interest") into a new series of the Company's 25% Senior Convertible Promissory Note (the "New Note"). The reclassification of the Note Interest into the New Note is a non-cash transaction. The New Note has a principal amount of $1,239,703, bears interest at a rate of 25% per annum (the "Stated Rate") and matures on June 20, 2025 (the "Maturity Date"), on which the principal balance and accrued but unpaid interest under the New 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 New Note on the Maturity Date, and any commencement by the Company of a case under any applicable bankruptcy or insolvency laws.

The New 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 $2.50 per share (the "Conversion Price"), subject to a beneficial ownership limitation equivalent to 19.99%.

The unpaid principal of and interest on the New 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 June 21, 2024; provided, however, that the Company may incur or guarantee additional indebtedness after June 21, 2024, whether such indebtedness are senior, pari passu or junior to the obligations under the New 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 New Note, subject to certain exclusions as described in the New Note.

The foregoing description of the New Note is qualified in its entirety by reference to the full text of such New Note, a copy of which is attached hereto as exhibit 10.2 and incorporated herein by reference.

Following the transaction described in this Item 1.01, the Holder holds (i) five promissory notes, two promissory notes of outstanding principal of $2.4 million each and three promissory notes of outstanding principal of $2.0 million each, for an aggregate value of $10.8 million that remain issued and outstanding, (ii) 14,000 shares of the Company's Series C Convertible Voting Preferred Stock and 16,837.58 shares of the Series D Preferred Stock.