Chancellor Amends Lipella Pharma 13D Filing

TL;DR

Chancellor updated their 13D on Lipella Pharma, watch for changes.

AI Summary

On March 4, 2024, Michael B. Chancellor filed an amendment (No. 2) to Schedule 13D for Lipella Pharmaceuticals Inc. The filing indicates a change in the reporting person's holdings or intentions regarding the company's common stock.

Why It Matters

This filing signals a potential shift in significant shareholder activity or strategy for Lipella Pharmaceuticals, which could impact the stock's future performance.

Risk Assessment

Risk Level: medium — Schedule 13D filings by significant shareholders can indicate potential changes in control or strategy, introducing uncertainty.

Key Players & Entities

• Michael B. Chancellor (person) — Reporting Person
• Lipella Pharmaceuticals Inc. (company) — Subject Company
• Sullivan & Worcester LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• g084098_sc13d.htm (SC 13D/A) — 54KB
• 0001753926-24-000480.txt ( ) — 56KB

From the Filing

SC 13D/A 1 g084098_sc13d.htm SC 13D/A UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* LIPELLA PHARMACEUTICALS INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 53630L100 (CUSIP Number) David E. Danovitch, Esq. Sullivan & Worcester LLP 1633 Broadway – 32 nd Floor New York, NY 10019 (212) 660-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 4, 2024 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes). CUSIP No. 53630L100 Amendment No. 2 to Schedule 13D Page 2 of 5 Pages 1 name of reporting persons Michael B. Chancellor 2 check the appropriate box if a member of a group* (a) (b) 3 sec use only 4 source of funds* PF, OO (1) 5 check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e) 6 citizenship or place of organization United number of shares beneficially owned by each reporting person with 7 sole voting power 1,398,897 (2) 8 shared voting power 0 9 sole dispositive power 1,398,897 (2) 10 shared dispositive power 0 11 aggregate amount beneficially owned by each reporting person 1,398,897 (2) 12 check box if the aggregate amount in row (11) excludes certain shares* 13 percent of class represented by amount in row (11) 18.9% (3) 14 type of reporting person* IN * SEE INSTRUCTIONS (1) Consists of (i) 732,731 shares of common stock, par value $0.0001 per share, of the issuer (“Common Stock”) purchased by Dr. Michael Chancellor (the “Reporting Person”) with personal funds, and (ii) 666,166 shares of Common Stock that may be issued upon the exercise of stock options awarded by the issuer (the “Issuer”) to the Reporting Person in his capacity as an officer and director of the Issuer, which are vested and exercisable within 60 days of the filing of this Amendment No. 2 to Statement on Schedule 13D (this “Amendment No. 2”). (2) Consists of (i) 732,731 shares of Common Stock beneficially owned by the Reporting Person, (ii) fully vested options exercisable for 632,833 shares of Common Stock, and (iii) 33,333 unvested options which are exercisable within 60 days of the filing of this Amendment No. 2. (3) Calculated based on 6,750,034 shares of Common Stock outstanding as of March 5, 2024, as verified with the Issuer. The 666,166 shares of Common Stock that the Reporting Person has the right to acquire within 60 days of the filing of this Amendment No. 2 are deemed to be outstanding for purposes of calculating such beneficial ownership percentage. CUSIP No. 53630L100 Amendment No. 2 to Schedule 13D Page 3 of 5 Pages This Amendment No. 2 amends and supplements the Statement on Schedule 13D initially filed by the Reporting Person with the SEC on December 29, 2022, as amended by Amendment No. 1 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on June 21, 2023 (collectively, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the Reporting Person in the Schedule 13D. The purpose of this Amendment No. 2 is to update the Reporting Person’s beneficial ownership information in the Schedule 13D. Except as specifically amended below, all other provisions of the Schedule 13D remain in effect. Item 1. Security and Issuer. The information contained in “Item 1. Security and Issuer.” of the Schedule 13D is not being amended by this Amendment No. 2. Item 2. Identity and Background. The information contained in “Item 2. Identity and Background.” of the Schedule 13D is not

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