Lipella Pharmaceuticals Files 8-K: Material Agreement & Equity Sales

TL;DR

Lipella Pharma (LIPAF) filed an 8-K detailing a new material agreement and equity sales. Watch for updates.

AI Summary

Lipella Pharmaceuticals Inc. announced on August 1, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events, including financial statements and exhibits. The filing details the company's corporate structure and business address in Pittsburgh, PA.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks, requiring careful scrutiny.

Key Players & Entities

• Lipella Pharmaceuticals Inc. (company) — Registrant
• August 1, 2024 (date) — Date of Report
• July 31, 2024 (date) — Earliest Event Reported
• Pittsburgh, PA (location) — Business Address

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share LIPO The Nasdaq Capital
• $0.62 — of the Company, at an offering price of $0.62 per share, and a pre-funded warrant (th
• $0.619 — arrant Shares") at an offering price of $0.619 per Pre-Funded Warrant, for aggregate g
• $1.28 million — gregate gross proceeds of approximately $1.28 million assuming full exercise of the Pre-Funde
• $0.001 — of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrant is ex
• $10,000 — ed to reimburse the Placement Agent for $10,000 of non-accountable expenses, up to $35,
• $35,000 — ,000 of non-accountable expenses, up to $35,000 for fees and expenses of the Placement
• $15,950 — the Placement Agent's legal counsel and $15,950 for clearing expenses. Pursuant to the
• $0.775 — 29, 2029 and have an exercise price of $0.775 per share. Further, pursuant to the Eng

Filing Documents

• g084368_8k.htm (8-K) — 51KB
• g084368_ex4-1.htm (EX-4.1) — 106KB
• g084368_ex4-2.htm (EX-4.2) — 116KB
• g084368_ex5-1.htm (EX-5.1) — 12KB
• g084368_ex10-1.htm (EX-10.1) — 233KB
• g084368_ex10-2.htm (EX-10.2) — 55KB
• g084368_ex99-1.htm (EX-99.1) — 11KB
• g084368_ex99-2.htm (EX-99.2) — 9KB
• ex0501_image.jpg (GRAPHIC) — 6KB
• ex0501_image2.jpg (GRAPHIC) — 2KB
• img001.jpg (GRAPHIC) — 11KB
• 0001753926-24-001333.txt ( ) — 926KB
• lipo-20240801.xsd (EX-101.SCH) — 3KB
• lipo-20240801_lab.xml (EX-101.LAB) — 33KB
• lipo-20240801_pre.xml (EX-101.PRE) — 22KB
• g084368_8k_htm.xml (XML) — 4KB

01

Item 1.01. Entry into a Material Definitive Agreement. On July 31, 2024, Lipella Pharmaceuticals Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor (the "Investor"), pursuant to which the Company agreed to issue and sell to the Investor in a registered direct offering (the "Offering"), priced at-the-market under the rules of The Nasdaq Stock Market LLC, 399,000 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of the Company, at an offering price of $0.62 per share, and a pre-funded warrant (the "Pre-Funded Warrant") to purchase up to 1,667,000 shares of Common Stock (the "Pre-Funded Warrant Shares") at an offering price of $0.619 per Pre-Funded Warrant, for aggregate gross proceeds of approximately $1.28 million assuming full exercise of the Pre-Funded Warrant and before deducting placement agent fees and related offering expenses. The Pre-Funded Warrant was sold, in lieu of shares of Common Stock, to the Investor whose purchase of shares of Common Stock in the Offering would otherwise result in such Investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of the Company's outstanding Common Stock immediately following the consummation of the Offering. Each Pre-Funded Warrant represents the right to purchase one (1) share of Common Stock at an exercise price of $0.001 per share. The Pre-Funded Warrant is exercisable immediately and may be exercised at any time until the Pre-Funded Warrant is exercised in full. A holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant to the extent that the holder would own more than 9.99% of the outstanding Common Stock immediately after exercise. The Purchase Agreement contains customary representations, warranties, obligations, indemnification rights and agreements of the Company and the Investor. Pursuant

01

Item 9.01. Financial (d) Exhibits Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 4.2 Form of Placement Agent Warrant. 5.1 Opinion of Sullivan & Worcester LLP. 10.1 Form of Securities Purchase Agreement, dated as of July 31, 2024, by and between the Company and the Investor. 10.2 Engagement Agreement, dated July 31, 2024, by and between the Company and the Placement Agent. 23.1 Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1 above). 99.1 Pricing Press Release, dated August 1, 2024. 99.2 Closing Press Release, dated August 1, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document.).

SIGNATURES

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 1, 2024 Lipella Pharmaceuticals Inc. By: /s/ Jonathan Kaufman Name: Jonathan Kaufman Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR