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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): September 11, 2024 (September 10, 2024)

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On September 10, 2024, Lipella Pharmaceuticals Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the three proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement filed by the Company with the U.S. Securities and Exchange Commission on August 12, 2024 (the “Proxy Statement”).

 

As of the close of business on August 1, 2024, the record date for the Annual Meeting, 8,004,636 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were issued, outstanding and entitled to vote. Holders of shares of Common Stock were entitled to one vote per share for each share of Common Stock held by them. Stockholders holding an aggregate of 4,303,168 votes were present at the Annual Meeting, virtually or represented by proxy, which number constituted a quorum.

 

Proposal 1 – The seven (7) director nominees named in the Proxy Statement were elected by a plurality of the votes cast by holders of the shares present and entitled to vote at the Annual Meeting to serve as the Company’s directors until the Company’s 2025 Annual Meeting of Stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows:

 

Nominee   For   Withheld
Jonathan Kaufman   2,565,343   34,547
Michael Chancellor   2,560,987   38,903
Lori Birder   2,561,241   38,649
Daniel Cohen   2,535,335   64,555
Byong (Christopher) Kim   2,529,909   69,981
Ryan Pruchnic   2,535,877   64,013
Naoki Yoshimura   2,569,463   30,427

 

There were 1,703,278 broker non-votes with respect to each such nominee for the first proposal.

 

Proposal 2 – The amendment of the Company’s second amended and restated certificate of incorporation, as amended, to effect a reverse stock split of all outstanding shares of Common Stock by a ratio in the range of one-for-five to one-for-one hundred and fifty, to be determined in the sole discretion of the Company’s board of directors, at any time after approval of such amendment and no later than the one year anniversary of such approval, was approved by the affirmative vote of a majority of the shares cast and entitled to vote on the matter. The final voting results were as follows:

 

For   Against   Abstain
3,881,533   407,381   14,254

 

Proposal 3 – The appointment of Urish Popeck & Co., LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2024, was ratified by the affirmative vote of a majority of the shares cast and entitled to vote on the matter. The final voting results were as follows:

 

For   Against   Abstain
4,232,289   61,186   9,693

 

  

 

  

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: September 11, 2024 Lipella Pharmaceuticals Inc.  
       
  By:  /s/ Jonathan Kaufman  
   

Name: Jonathan Kaufman

Title:   Chief Executive Officer

  

 

 

 

 

  

 

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Entity File Number 005-93847
Entity Registrant Name Lipella Pharmaceuticals Inc.
Entity Central Index Key 0001347242
Entity Tax Identification Number 20-2388040
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 7800 Susquehanna St.
Entity Address, Address Line Two Suite 505
Entity Address, City or Town Pittsburgh
Entity Address, State or Province PA
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Title of 12(b) Security Common Stock, par value $0.0001 per share
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Elected Not To Use the Extended Transition Period false
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