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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): March 11, 2025 (March 5, 2025)
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 Reports 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, January 6, 2025 and March 3, 2025 (collectively, the
“Prior Form 8-Ks”), the Company sold an aggregate of 63,855 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 closings (collectively, the “Prior Closings”) of a best efforts private placement offering of up to $6,000,000 of shares
of Series B Preferred Stock (the “Offering”) (subject to a $1,200,000
over-allotment option (the “Over-allotment Option”)), with Spartan
Capital Securities, LLC (“Spartan”) providing placement agent and consulting services in connection therewith.
Fourth
Closing of the Offering
On
March 5, 2025, in connection with a subsequent closing of the Offering (collectively, the “Fourth Closing”), the Company
formally entered into subscription agreements (the “Subscription Agreements”) with investors (the “Fourth Closing Investors”),
pursuant to which the Company issued and sold to the Fourth Closing Investors an aggregate of 7,260 shares of Series B Preferred Stock
and received gross proceeds of $726,000 from shares of Series B Preferred Stock sold pursuant to Spartan’s partial exercise of
the Over-allotment Option.
Such shares of Series B Preferred Stock are convertible into an aggregate of 289,241 shares of common stock, par value $0.0001 per share,
of the Company (the “Common Stock”) at a conversion price of $2.51 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
applicable Subscription Agreements. Other than the conversion price for such shares of Series B Preferred Stock, the Subscription Agreements
between the Company and each Fourth Closing Investor are nearly identical to the subscription agreements that were executed in connection
with the Prior Closings. The Company received net proceeds of $602,580 in connection with the Fourth Closing and currently intends to
use all proceeds raised in the Offering for working capital and general corporate purposes. In connection with the Fourth Closing, the
Company and each Fourth 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 Prior Closings. For additional details
regarding the terms of the Subscription Agreements and Registration Rights Agreements, please see the Prior Form 8-Ks and the applicable
exhibits filed therewith.
In
connection with the Fourth Closing and in accordance with the Spartan Agreements (as defined in the Prior Form 8-Ks), the Company paid
Spartan an aggregate of $123,420 in placement agent and consulting fees and issued to Spartan and its designee (i) an aggregate of 84,700
shares of the Company’s Series C voting convertible preferred stock, par value $0.0001 per share (the “Series C Preferred
Stock”), and (ii) placement agent warrants (the “Placement Agent Warrants”) to purchase up to 28,924 shares of Common
Stock. Other than the holders, the number of shares and expiration date, the Placement Agent Warrants are nearly identical to the placement
agent warrants issued to Spartan in connection with the Prior Closings. Also in connection with the Fourth 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 Warrants,
issued or issuable to Spartan or its Attribution Parties (as defined in the Irrevocable Proxy) in connection with the Fourth Closing.
For additional details regarding the terms of the Irrevocable Proxy, such shares of Series C Preferred Stock and the Placement Agent Warrants,
please see the Prior Form 8-Ks and the applicable exhibits filed therewith.
Such
shares of Series B Preferred Stock were offered and sold to the Fourth Closing Investors, and such Placement Agent Warrants 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 written representations of the Fourth
Closing Investors, Spartan and its designee, 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 Prior Form 8-Ks and are incorporated herein by reference. The Irrevocable Proxy reflecting the additional securities
issued to Spartan and its designee in connection with the Fourth Closing
is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”).
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 in the event
that the Over-allotment Option is fully exercised or consummate the Mirror Offering. 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: March 11, 2025 |
Lipella Pharmaceuticals Inc. |
|
| |
|
|
|
| |
By: |
/s/ Jonathan
Kaufman |
|
| |
|
Name:
Jonathan Kaufman
Title:
Chief Executive Officer |
|
Exhibit 10.1
Irrevocable
Proxy and Power of Attorney
Pursuant
to that certain (i) consulting agreement and advisory agreement, by and between Lipella Pharmaceuticals Inc., a Delaware corporation
(the “Corporation”), and Spartan Capital Securities, LLC, including any designee thereof (“Spartan”),
dated as of December 5, 2024, as amended by that certain Amendment to Consulting Agreement and Placement Agent Agreement (the
“Amendment”), dated December 10, 2024 (the “Consulting Agreement”), the Corporation is obligated to issue
to Spartan up to 1,050,000 shares (“Consultant Shares”) of Series C Convertible Preferred Stock, par value $0.0001
per share, of the Corporation (the “Series C Preferred Stock”), convertible into up to 1,050,000 shares (“Conversion
Shares”) of common stock, par value $0.0001 per share, of the Corporation (the “Common Stock”) in consideration
for advisory and consultant services that have been and will be rendered by Spartan and (ii) placement agent agreement, dated
December 5, 2024, as amended the Amendment, by and between the Corporation and Spartan (the “Placement Agent Agreement”),
the Corporation has agreed to issue Spartan common stock purchase warrants exercisable for a number of shares of Common Stock
(collectively, the “Warrant Shares”) equal to 10% of the number of shares of Series B non-voting convertible preferred
stock of the Corporation, par value $0.0001 per share, sold in a private placement by the Corporation (the “Offering”)
for which Spartan is serving as placement agent. Spartan is executing this Irrevocable Proxy and Power of Attorney (this “Irrevocable
Proxy”) as a material inducement for the Corporation’s entering into the Consulting Agreement and the Placement Agent
Agreement.
Upon
the issuance of any and all Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable), Spartan (x) will be the
record holder of the Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable) and (y) will have good and valid
title to such Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable), free and clear of any liens or restrictions
on transfer except as provided herein and in the Consulting Agreement and Placement Agent Agreement. Upon the issuance by the
Corporation of a number of Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable) to Spartan and/or its Affiliates
(as defined under Rule 405 of the Securities Act of 1933, as amended) or any other person or entity acting as a group together
with Spartan and such Affiliates (such persons, “Attribution Parties”), Spartan (and such other Attribution Parties,
if any) hereby irrevocably appoints Dr. Jonathan Kaufman, Chief Executive Officer of the Corporation (the “Principal Stockholder”),
and any designee of the Principal Stockholder as the proxy and attorney-in-fact, with full power of substitution and resubstitution,
to represent and vote the aggregate number of Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable), held
by Spartan (and such Attribution Party, if any) (such shares collectively, the “Proxied Shares”), whether at a meeting
of the shareholders of the Corporation or by any consent to any action taken by such shareholders without a meeting, with respect
to any and all matters presented to the shareholders of the Corporation for vote or for action without a meeting. Such irrevocable
appointment to the Principal Stockholder of the aforementioned rights to the Proxied Shares shall be evidenced by the signature
of each of Spartan, such Attribution Party (if any) and the Principal Stockholder on the row of Schedule I attached hereto
corresponding to such Proxied Shares. This proxy and power of attorney granted by Spartan (and any other Attribution Party, if
any) shall be irrevocable during its term and shall be deemed to be coupled with an interest sufficient in law to support an irrevocable
proxy. Spartan authorizes the Principal Stockholder to file this Irrevocable Proxy and any substitution or revocation with the
Corporation so that the existence of this Irrevocable Proxy is noted on the books and records of the Corporation. The power of
attorney granted by Spartan herein is a durable power of attorney and shall survive the dissolution, bankruptcy, death or incapacity
of Spartan.
During
the effectiveness of this Irrevocable Proxy, the Principal Stockholder shall have all the voting power and all power to grant
consent that Spartan (or an Attribution Party, if any) would possess by virtue of being the holder of the Consultant Shares, Conversion
Shares and/or Warrant Shares (as applicable). Upon each signature by Spartan (and any other Attribution Party) on Schedule
I with respect to Proxied Shares, Spartan and such Attribution Party hereby ratifies and confirms all acts that the Principal
Stockholder will do or cause to be done with respect to such Proxied Shares by virtue of and within the limitations set forth
in this Irrevocable Proxy.
This
Irrevocable Proxy is binding on Spartan’s heirs, estate, executors, personal representatives, successors, and assigns (including
any transferee of any of the Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable)) to the fullest extent
permitted under applicable law.
Spartan
shall not dispose of, pledge, sell, convey, assign, hypothecate, or otherwise transfer (each, a “Transfer”) number
of Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable) without the express prior consent of the Corporation
and shall provide the Corporation with at least five (5) Business Days’ prior notice of its intention to effect a Transfer
to a non-Attribution Party. “Business Day” shall mean any day except any Saturday, any Sunday, any day which is a
federal legal holiday in the United States or any day on which the Federal Reserve Bank of New York is closed and/or The Nasdaq
Stock Market LLC is not open for at least five (5) hours of trading. Spartan shall inform the Corporation of any pledge of Proxied
Shares made prior to the date of this Irrevocable Proxy. Except pursuant to this Irrevocable Proxy, as of the date hereof, no
person or entity other than Spartan or an Attribution Party has any contractual or other right or obligation to purchase or otherwise
acquire any of the Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable). Upon the registration of the reoffer
and resale of the Conversion Shares and Warrant Shares (as applicable) listed on Schedule I, the appointment of voting
power granted to the Principal Stockholder shall immediately terminate with respect to such respective Conversion Shares and the
corresponding Consultant Shares, and Warrant Shares (as applicable) and all restrictions on, and consents required for, Transfers
of the Consultant Shares, Conversion Shares and Warrant Shares shall terminate, provided, that Spartan hereby agrees that
neither Spartan, the other Attribution Parties nor their respective designees, successors or assigns, shall Transfer any Consultant
Shares, Conversion Shares or Warrant Shares to a non-Attribution Party (other than to the Corporation or the Principal Stockholder)
(i) whose business is directly or indirectly competitive with the business of the Corporation as it is being conducted or planned
to be conducted at the time of such proposed disposition, or (ii) who intends to or has taken action, directly or indirectly,
in one or more related transactions, towards obtaining an ownership interest in the Corporation for purposes of effecting (x)
a change of “control” of the Corporation (as such term is defined under Section 203 of the General Corporation Law
of the State of Delaware), (y) a sale or all or substantially all of the assets of the Corporation or (z) a change to the board
of directors or management of the Corporation at the time of such proposed disposition, (iii) if such disposition will, to Spartan’s
knowledge, result in such third party (together with all of such third party’s “affiliates” (as defined in Rule
405 of the Securities Act of 1933, as amended) and any other persons acting as a group together with such third party) being deemed
a “beneficial owner” (as defined under Rule 13d-3) of more than 4.99% of the outstanding shares of Common Stock immediately
after giving effect to such disposition. In addition, this Irrevocable Proxy shall terminate with respect to Consultant Shares,
Conversion Shares and Warrant Shares (as applicable) upon each disposition of Consultant Shares, Conversion Shares and Warrant
Shares (as applicable) by an Attribution Party to a non-Attribution Party. Notwithstanding the foregoing, a Transfer of Consultant
Shares, Conversion Shares or Warrant Shares by Spartan (or any other Attribution Party) to an Attribution Party shall only become
effective upon such transferee’s delivery of a completed and executed Joinder Agreement, substantially in the form attached
hereto as Schedule II. The Company undertakes to include the maximum possible number of Conversion Shares and Warrant Shares
in the initial registration statement filed in connection with the Offering and in each subsequent registration statement, as
needed, and agrees to lift all Transfer and notice restrictions six months after any issuance if such Conversion Shares and Warrant
Shares are not then registered for resale.
This
Irrevocable Proxy may be amended or supplemented, and any obligation of an Attribution Party may be waived, only with the prior
written consent of the Corporation. No waivers of any breach of this Irrevocable Proxy extended by the Corporation to any Attribution
Party shall be construed as a waiver of any rights or remedies of the Corporation or with respect to any subsequent breach.
This
Irrevocable Proxy shall be governed by, and construed under, the laws of the State of Delaware, without regard to principles of
conflict of laws. In case any provision of this Irrevocable Proxy shall be invalid, illegal or unenforceable, it shall to the
extent practicable, be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent
of the Corporation and Spartan (and any other Attribution Party, if any) represented by such invalidated term, and the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
In
the event that any signature hereto is delivered by facsimile transmission or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
thereof.
[signature
page follows]
Spartan,
hereby revoking any and all prior proxies granted by Spartan with respect to the Consultant Shares, Conversion Shares and Warrant
Shares (as applicable), has executed this Irrevocable Proxy on the date set forth below to be deemed effective as of December
20, 2024.
| |
|
SPARTAN CAPITAL SECURITIES,
LLC |
| |
|
|
| |
By: |
/s/ Kim
Monchik |
| |
|
Name: Kim Monchik |
| |
|
Title: Chief Administrative Officer |
| |
|
|
| |
Date: |
12/20/2024 |
| |
|
|
| ACKNOWLEDGED AND AGREED TO BY: |
| |
|
|
| /s/
Jonathan Kaufman |
|
| Name: Jonathan Kaufman |
|
| |
|
|
| Date: |
December
20, 2024 |
|
| |
|
|
Schedule
I
| Date |
Number
of Conversion
Shares as of such date |
Number
of Warrant
Shares as of such
date |
Signature
of Authorized
Signatory of Spartan (and/or
Attribution Party, if any) |
Acknowledgement
and Acceptance of
Principal Stockholder |
| 12/23/2024 |
182,076 |
85,421 |
Signature:
/s/ Kim Monchik |
Signature:
/s/ Jonathan Kaufman |
| 12/23/2024 |
78,032 |
0 |
Signature:
/s/ Eric Meyer |
| 12/31/2024 |
30,053 |
11,795 |
Signature:
/s/ Kim Monchik |
Signature:
/s/ Jonathan Kaufman |
| 12/31/2024 |
12,880 |
0 |
Signature:
/s/ Eric Meyer |
| 2/27/2025 |
309,353 |
88,083 |
Signature:
/s/ Kim Monchik |
Signature:
/s/ Jonathan Kaufman |
| 2/27/2025 |
132,580 |
37,750 |
Signature:
/s/ Eric Meyer |
| 3/10/2025 |
59,290 |
20,247 |
Signature:
/s/ Kim Monchik |
Signature:
/s/ Jonathan Kaufman |
| 3/10/2025 |
25,410 |
8,677 |
Signature:
/s/ Eric Meyer |
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Schedule
II
Joinder
Agreement
In
connection with the Transfer from [Spartan/other Attribution Party] to the undersigned of
[Consultant Shares/Conversion Shares/Warrant Shares], the undersigned is executing and delivering this Joinder Agreement to the
Irrevocable Proxy and Power of Attorney, dated as of December 20, 2024 (the “Irrevocable Proxy”). Terms used but not
defined herein shall have the same meanings ascribed to them as in the Irrevocable Proxy.
By
executing and delivering this Joinder Agreement to the Corporation and [Spartan/ other Attribution
Party], the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Irrevocable
Proxy in the same manner as if the undersigned were an original signatory to the Irrevocable Proxy. This Joinder Agreement shall
become an integral part of, and undersigned shall become a party to and be bound by the Irrevocable Proxy upon execution and delivery
of this Joinder Agreement by the undersigned.
Accordingly,
the undersigned has executed and delivered this Joinder Agreement as of ,
.
________________________
Address
for notices:
Email:
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Lipella Pharmaceuticals (NASDAQ:LIPO)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Lipella Pharmaceuticals (NASDAQ:LIPO)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
