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): December 31, 2024
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) 894-1853
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. |
As previously disclosed in the Current Report on Form 8-K filed by Lipella Pharmaceuticals Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 30, 2024 (the “Initial Form 8-K”), the Company sold an aggregate of 22,295 shares of Series B non-voting convertible preferred stock, par value $0.0001 per share, of the Company (the “Series B Preferred Stock”) to certain investors for a purchase price of $100 per share in connection with an initial closing (the “Initial Closing”) of a best efforts private placement offering of up to $6,000,000 (the “Maximum Amount”) of shares of Series B Preferred Stock (the “Offering”), with Spartan Capital Securities, LLC (“Spartan”) providing placement agent and consulting services in connection therewith.
On December 31, 2024, in connection with a second closing of the Offering (the “Second Closing”), the Company formally entered into subscription agreements (the “Subscription Agreements”) with additional investors (the “Second Closing Investors”), pursuant to which the Company issued and sold to the Second Closing Investors an aggregate of 3,680 shares of Series B Preferred Stock and received gross proceeds of $368,000. Such shares of Series B Preferred Stock are convertible into 117,948 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at a conversion price of $3.12 per share, subject to customary adjustments, which is equal to the Minimum Price (as defined in Rule 5635(d)(1)(A) of The Nasdaq Stock Market LLC) immediately prior to the execution of the Subscription Agreements. Other than the conversion price for such shares of Series B Preferred Stock, the Subscription Agreements between the Company and each Second Closing Investor are nearly identical to the subscription agreements that were executed in connection with the Initial Closing. The Company received net proceeds of $305,440 in connection with the Second Closing and currently intends to use all proceeds raised in the Offering for working capital and general corporate purposes. In connection with the Second Closing, the Company and each Second Closing Investor also entered into a registration rights agreement (a “Registration Rights Agreement”), which is nearly identical to the registration rights agreements executed in connection with the Initial Closing. For additional details regarding the terms of the Subscription Agreements and Registration Rights Agreements, please see the Initial Form 8-K and the applicable exhibits filed therewith.
At the Second Closing and in accordance with the Spartan Agreements (as defined in the Initial Form 8-K), the Company paid Spartan an aggregate of $62,560 in placement agent and consulting fees and issued to (i) Spartan and its designee an aggregate of 42,933 shares of the Company’s Series C voting convertible preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), and (ii) Spartan a placement agent warrant (the “Placement Agent Warrant”) to purchase up to 11,795 shares of Common Stock. Other than the number of shares and expiration date, the Placement Agent Warrant is nearly identical to the placement agent warrant issued to Spartan in connection with the Initial Closing. Also in connection with the Second Closing, pursuant to that certain irrevocable proxy and power of attorney between Spartan and Jonathan Kaufman, Chief Executive Officer of the Company (the “Irrevocable Proxy”), Spartan agreed to grant to Dr. Kaufman all voting power over and power of attorney with respect to all such shares of Series C Preferred Stock, and all shares of Common Stock issuable upon conversion of such shares or exercise of the Placement Agent Warrant, issued or issuable to Spartan or its Attribution Parties (as defined in the Irrevocable Proxy) in connection with the Second Closing. For additional details regarding the terms of the Irrevocable Proxy, such shares of Series C Preferred Stock and the Placement Agent Warrant, please see the Initial Form 8-K and the applicable exhibits filed therewith.
At the Second Closing, such shares of Series B Preferred Stock were offered and sold to the Second Closing Investors, and such Placement Agent Warrant and shares of Series C Preferred Stock were issued to Spartan and its designee, as applicable, pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. In connection with the offer, sale and/or issuance of such securities, the Company relied on the Second Closing Investors’, Spartan’s and its designee’s written representations, as applicable, that they were each an “accredited investor” as defined in Rule 501(a) of Regulation D. In addition, neither the Company nor anyone acting on its behalf offered or sold such securities by any form of general solicitation or general advertising.
The foregoing descriptions of the Irrevocable Proxy, and each of the forms of Subscription Agreement, Registration Rights Agreement and Placement Agent Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. The forms of Subscription Agreement, Registration Rights Agreement and Placement Agent Warrant were filed as Exhibits 10.2, 10.3, and 4.1, respectively, to the Initial Form 8-K and are incorporated herein by reference. The Irrevocable Proxy reflecting the additional securities issued in connection with the Second Closing is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is also incorporated herein by reference.
This Form 8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including without limitation, the Company’s intended use of the proceeds raised from the Offering, the Company’s ability to file the applicable Registration Statements (as defined in the Registration Rights Agreements) and have them declared effective by the SEC, or the Company’s and/or Spartan’s ability to continue the Offering or raise the Maximum Amount. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form 10-K and other reports and documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by law.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The applicable disclosure contained in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02.
| 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: January 6, 2025 | Lipella Pharmaceuticals Inc. | |
| | | | |
| | By: | /s/ Jonathan Kaufman | |
| | | Name: Jonathan Kaufman Title: Chief Executive Officer | |
