UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): August 8, 2023 (August 4, 2023)
Lipella Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 005-93847 | | 20-2388040 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
7800 Susquehanna St., Suite 505 Pittsburgh, PA | | 15208 |
| (Address of registrant’s principal executive office) | | (Zip code) |
Registrant’s telephone number, including area code: (412) 901-0315
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, par value $0.0001 per share | | LIPO | | 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 ☒
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. |
The information provided in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Employment Agreement Amendment – Jonathan Kaufman
On August 4, 2023, Lipella Pharmaceuticals Inc. (the “Company”) and Dr. Jonathan Kaufman, Chief Executive Officer of the Company, entered into an amendment agreement, dated August 4, 2023 (the “Kaufman Amendment”), to Dr. Kaufman’s existing employment agreement with the Company, dated July 17, 2020 (the “Kaufman Agreement”). The Kaufman Amendment amends the Kaufman Agreement solely to increase Dr. Kaufman’s annual base salary by $50,000, to $233,300.
Employment Agreement Amendment – Michael Chancellor
On August 4, 2023, the Company and Dr. Michael Chancellor, Chief Medical Officer of the Company, entered into an amendment agreement, dated August 4, 2023 (the “Chancellor Amendment”), to Dr. Chancellor’s existing employment agreement with the Company, dated July 17, 2020 (the “Chancellor Agreement”). The Chancellor Amendment amends the Chancellor Agreement solely to increase Dr. Chancellor’s annual base salary by $50,000, to $225,000.
Except as modified by the Kaufman Amendment and the Chancellor Amendment, each of the Kaufman Agreement and the Chancellor Agreement, respectively, remains in full force and effect in accordance with its respective terms.
The foregoing descriptions of each of the Kaufman Amendment and the Chancellor Amendment are qualified in their entirety by reference to the complete copies of each of the Kaufman Amendment and the Chancellor Amendment, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
| Date: August 8, 2023 | Lipella Pharmaceuticals Inc. | |
| | | | |
| | By: | /s/ Jonathan Kaufman | |
| | | Name: Jonathan Kaufman Title: Chief Executive Officer | |
