Lipella Pharmaceuticals Files 8-K on Agreements and Equity Sales

TL;DR

Lipella Pharma (LIPAF) filed an 8-K detailing material agreements and equity sales as of year-end 2024.

AI Summary

Lipella Pharmaceuticals Inc. filed an 8-K on January 6, 2025, reporting on events as of December 31, 2024. The filing indicates an entry into a material definitive agreement, unregistered sales of equity securities, and includes financial statements and exhibits. The company is incorporated in Delaware and headquartered in Pittsburgh, PA.

Why It Matters

This 8-K filing signals significant corporate actions by Lipella Pharmaceuticals, including new agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Lipella Pharmaceuticals Inc. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Pittsburgh, PA (location) — Principal executive office
• December 31, 2024 (date) — Date of earliest event reported
• January 6, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share LIPO The Nasdaq Stock Mar
• $100 — rtain investors for a purchase price of $100 per share in connection with an initial
• $6,000,000 — rts private placement offering of up to $6,000,000 (the "Maximum Amount") of shares of Ser
• $368,000 — ed Stock and received gross proceeds of $368,000. Such shares of Series B Preferred Stoc
• $3.12 — Common Stock") at a conversion price of $3.12 per share, subject to customary adjustm
• $305,440 — g. The Company received net proceeds of $305,440 in connection with the Second Closing a
• $62,560 — he Company paid Spartan an aggregate of $62,560 in placement agent and consulting fees

Filing Documents

• g084643_8k.htm (8-K) — 46KB
• g084643_ex10-1.htm (EX-10.1) — 53KB
• 0001753926-25-000035.txt ( ) — 281KB
• lipo-20241231.xsd (EX-101.SCH) — 3KB
• lipo-20241231_lab.xml (EX-101.LAB) — 33KB
• lipo-20241231_pre.xml (EX-101.PRE) — 22KB
• g084643_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 (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 connecti

02

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.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Placement Agent Warrant (filed as Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on December 30, 2024 and incorporated by reference herein). 10.1 Irrevocable Proxy and Power of Attorney. 10.2 Form of Subscription Agreement (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed with the SEC on December 30, 2024 and incorporated by reference herein). 10.3 Form of Registration Rights Agreement (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed with the SEC on December 30, 2024 and incorporated by reference herein). 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: January 6, 2025 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