Lipella Pharmaceuticals Files 8-K: Agreements & Shareholder Rights

TL;DR

Lipella Pharma (LIPAF) filed an 8-K detailing a new material agreement and changes to shareholder rights.

AI Summary

Lipella Pharmaceuticals Inc. announced on December 30, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, amendments to its articles of incorporation or bylaws and a change in its fiscal year were noted.

Why It Matters

This 8-K filing indicates significant corporate actions by Lipella Pharmaceuticals, including new agreements and potential changes affecting its shareholders.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and changes to security holder rights, which can introduce uncertainty and impact stock valuation.

Key Players & Entities

• Lipella Pharmaceuticals Inc. (company) — Registrant
• December 30, 2024 (date) — Date of Report
• December 20, 2024 (date) — Earliest Event Reported

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share LIPO The Nasdaq Stock Mar
• $6,000,000 — ring") in one or more closings of up to $6,000,000 (the "Maximum Amount") of shares of Ser
• $100 — Preferred Stock at a purchase price of $100 per share, for an aggregate of $2,229,5
• $2,229,500 — of $100 per share, for an aggregate of $2,229,500 (the "Initial Closing"). The shares of
• $2.61 — version Shares at a conversion price of $2.61 per share, subject to customary adjustm
• $1,800,485 — . The Company received net proceeds of $1,800,485 in connection with the Offering and cur
• $334,425 — he Company paid Spartan an aggregate of $334,425 in placement agent and consulting fees
• $1.00 — version Shares at a conversion price of $1.00 per share, subject to customary adjustm
• $50,000 — s B Preferred Stock cannot be less than $50,000 and that the Offering will terminate on
• $7,200,000 — referred Stock that could be offered to $7,200,000), (ii) the date on which the Company an
• $1,000,000 — fering in the event an aggregate of (x) $1,000,000 of shares of Series B Preferred Stock a
• $4,000,000 — e not sold by December 12, 2024 and (y) $4,000,000 of shares of Series B Preferred Stock a

Filing Documents

• g084615_8k.htm (8-K) — 73KB
• g084615_ex3-1ia.htm (EX-3.1IA) — 122KB
• g084615_ex3-1ib.htm (EX-3.1IB) — 18KB
• g084615_ex3-1ic.htm (EX-3.1IC) — 118KB
• g084615_ex4-1.htm (EX-4.1) — 66KB
• g084615_ex10-1.htm (EX-4.2) — 51KB
• g084615_ex10-2.htm (EX-10.2) — 401KB
• g084615_ex10-3.htm (EX-10.3) — 117KB
• img001_v1.jpg (GRAPHIC) — 12KB
• img002_v1.jpg (GRAPHIC) — 14KB
• img003_v1.jpg (GRAPHIC) — 14KB
• 0001753926-24-002189.txt ( ) — 1367KB
• lipo-20241230.xsd (EX-101.SCH) — 3KB
• lipo-20241230_lab.xml (EX-101.LAB) — 33KB
• lipo-20241230_pre.xml (EX-101.PRE) — 24KB
• g084615_8k_htm.xml (XML) — 4KB

01

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 ("SEC") on December 10, 2024 (the "Initial 8-K"), the Company and Spartan Capital Securities, LLC ("Spartan") entered into that certain (i) placement agent agreement, dated December 5, 2024 (the "Placement Agent Agreement"), and (ii) consulting agreement and advisory agreement, made as of December 5, 2024 (the "Consulting Agreement"), each as amended by that certain amendment to consulting agreement and placement agent agreement, made as of December 10, 2024, between the Company and Spartan (the "Amendment", and collectively with the Placement Agent Agreement and Consulting Agreement, the "Spartan Agreements"), pursuant to which Spartan agreed to provide placement agent and consulting services in connection with a best efforts private offering (the "Offering") in one or more closings of up to $6,000,000 (the "Maximum Amount") of shares of Series B non-voting convertible preferred stock, par value $0.0001 per share, of the Company (the " Series B Preferred Stock ") and receive certain compensation in consideration for such services as further described in the Initial 8-K, including, but not limited to, (i) common stock purchase warrants (each, a "Placement Agent Warrant") to purchase a number of shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") equal to ten percent (10%) of the shares of Common Stock issuable upon conversion of the shares of Series B Preferred Stock (the "Series B Conversion Shares") sold in each closing of the Offering (each, a "Closing") and (ii) shares of a new class of the Company's preferred stock designated as Series C voting convertible preferred stock , par value $0.0001 per share (the "Series C Preferred Stock"), to be issued o n a pro rata basis at each Closing, which shares are also converti

02

Item 3.02 Unregistered Sales of Equity Securities. The applicable disclosure contained in Item 1.01 of this Current Report on Form 8-K (this "Form 8-K") is incorporated by reference in this Item 3.02. 4

03

Item 3.03 Material Modification to Rights of Security Holders. The applicable disclosure contained in Item 5.03 below is incorporated by reference into this Item 3.03.

03

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Series B Certificate of Designation On December 20, 2024, the Series B Certificate of Designation establishing the rights, preferences, privileges, qualifications, restrictions, and limitations of the Series B Preferred Stock became effective upon the Company's filing with the Secretary of State of the State of Delaware (the "Delaware Secretary of State") of the Certificate of Designation and a Certificate of Correction to the Series B Certificate of Designation on such date (the "Certificate of Correction"), which corrected the effective date of the Series B Certificate of Designation to December 20, 2024. Series C Certificate of Designation On December 23, 2024, the Company filed the Series C Certificate of Designation with the Delaware Secretary of State, establishing the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the Series C Preferred Stock. The Series C Certificate of Designation became effective upon filing with the Delaware Secretary of State. The applicable disclosure contained in Item 1.01 of this Form 8-K with respect to the Series B Certificate of Designation and Series C Certificate of Designation is incorporated by reference in this Item 3.02. The foregoing descriptions of the Series B Certificate of Designation, the Certificate of Correction and the Series C Certificate of Designation do not purport to be complete and are qualified in their entirety by reference to the full text of the Series B Certificate of Designation, the Certificate of Correction and the Series C Certificate of Designation, copies of which are filed hereto as Exhibits 3.1(i)(a), 3.1(i)(b) and 3.1(i)(c), respectively, and 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,

forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to

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. 5

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1(i)(a) Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock. 3.1(i)(b) Certificate of Correction to the Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock. 3.1(i)(c) Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock. 4.1 Form of Placement Agent Warrant 10.1 Irrevocable Proxy and Power of Attorney. 10.2 Form of Subscription Agreement. 10.3 Form of Registration Rights Agreement. 10.4 Placement Agent Agreement, dated as of December 5, 2024, by and between the Company and Spartan Capital Securities, LLC (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed with the SEC on December 10, 2024 and incorporated by reference herein). 10.5 Consulting and Advisory Agreement, dated as of December 5, 2024, by and between the Company and Spartan Capital Securities, LLC (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on December 10, 2024 and incorporated by reference herein). 10.6 Amendment to Consulting Agreement and Placement Agent Agreement, dated as of December 10, 2024, by and between the Company and Spartan Capital Securities, LLC (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on December 10, 2024 and incorporated by reference herein). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 6

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: December 30, 2024 Lipella Pharmaceuticals Inc. By: /s/ Jonathan Kaufman Name: Jonathan Kaufman Title: Chief Executive Officer 7

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View this 8-K filing on SEC EDGAR