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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): December 31, 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 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 connection with the Second Closing and currently intends to use all proceeds raised in the Offering for
working capital and general corporate purposes. In connection with the Second Closing, the Company and each Second Closing Investor
also entered into a registration rights agreement (a “Registration Rights Agreement”), which is nearly identical to the
registration rights agreements executed in connection with the Initial Closing. For additional details regarding the terms of the
Subscription Agreements and Registration Rights Agreements, please see the Initial Form 8-K and the applicable exhibits filed
therewith.
At
the Second Closing and in accordance with the Spartan Agreements (as defined in the Initial Form 8-K), the Company paid Spartan an aggregate
of $62,560 in placement agent and consulting fees and issued to (i) Spartan and its designee an aggregate of 42,933 shares of the Company’s
Series C voting convertible preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), and (ii) Spartan
a placement agent warrant (the “Placement Agent Warrant”) to purchase up to 11,795 shares of Common Stock. Other than the
number of shares and expiration date, the Placement Agent Warrant is nearly identical to the placement agent warrant issued to Spartan
in connection with the Initial Closing. Also in connection with the Second Closing, pursuant to that certain irrevocable proxy and power
of attorney between Spartan and Jonathan Kaufman, Chief Executive Officer of the Company (the “Irrevocable Proxy”), Spartan
agreed to grant to Dr. Kaufman all voting power over and power of attorney with respect to all such shares of Series C Preferred Stock,
and all shares of Common Stock issuable upon conversion of such shares or exercise of the Placement Agent Warrant, issued or issuable
to Spartan or its Attribution Parties (as defined in the Irrevocable Proxy) in connection with the Second Closing. For additional details
regarding the terms of the Irrevocable Proxy, such shares of Series C Preferred Stock and the Placement Agent Warrant, please see the
Initial Form 8-K and the applicable exhibits filed therewith.
At
the Second Closing, such shares of Series B Preferred Stock were offered and sold to the Second Closing Investors, and such Placement
Agent Warrant and shares of Series C Preferred Stock were issued to Spartan and its designee, as applicable, pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided in Section
4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder. In
connection with the offer, sale and/or issuance of such securities, the Company relied on the Second Closing Investors’, Spartan’s
and its designee’s written representations, as applicable, that they were each an “accredited investor” as defined
in Rule 501(a) of Regulation D. In addition, neither the Company nor anyone acting on its behalf offered or sold such securities by any
form of general solicitation or general advertising.
The
foregoing descriptions of the Irrevocable Proxy, and each of the forms of Subscription Agreement, Registration Rights Agreement and Placement
Agent Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements. The
forms of Subscription Agreement, Registration Rights Agreement and Placement Agent Warrant were filed as Exhibits 10.2, 10.3, and 4.1,
respectively, to the Initial Form 8-K and are incorporated herein by reference. The Irrevocable Proxy reflecting the additional securities
issued in connection with the Second Closing is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”)
and is also 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, strategies, predictions or any other statements related to the Company’s future activities, or
future events or conditions, including without limitation, the Company’s intended use of the proceeds raised from the Offering,
the Company’s ability to file the applicable Registration Statements (as defined in the Registration Rights Agreements) and have
them declared effective by the SEC, or the Company’s and/or Spartan’s ability to continue the Offering or raise the Maximum
Amount. These statements are based on current expectations, estimates and projections about the Company’s business based, in part,
on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and
assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted
in the forward-looking statements due to numerous factors, including those risks discussed in the Company’s Annual Report on Form
10-K and other reports and documents that the Company files from time to time with the SEC. Any 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.
| 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.
| Item 9.01 |
Financial Statements and Exhibits.
|
(d)
Exhibits
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 |
|
Exhibit
10.1
Irrevocable
Proxy and Power of Attorney
Pursuant
to that certain (i) consulting agreement and advisory agreement, by and between Lipella Pharmaceuticals Inc., a Delaware corporation
(the “Corporation”), and Spartan Capital Securities, LLC, including any designee thereof (“Spartan”), dated as
of December 5, 2024, as amended by that certain Amendment to Consulting Agreement and Placement Agent Agreement (the “Amendment”),
dated December 10, 2024 (the “Consulting Agreement”), the Corporation is obligated to issue to Spartan up to 1,050,000 shares
(“Consultant Shares”) of Series C Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series
C Preferred Stock”), convertible into up to 1,050,000 shares (“Conversion Shares”) of common stock, par value $0.0001
per share, of the Corporation (the “Common Stock”) in consideration for advisory and consultant services that have been and
will be rendered by Spartan and (ii) placement agent agreement, dated December 5, 2024, as amended the Amendment, by and between the
Corporation and Spartan (the “Placement Agent Agreement”), the Corporation has agreed to issue Spartan common stock purchase
warrants exercisable for a number of shares of Common Stock (collectively, the “Warrant Shares”) equal to 10% of the number
of shares of Series B non-voting convertible preferred stock of the Corporation, par value $0.0001 per share, sold in a private placement
by the Corporation (the “Offering”) for which Spartan is serving as placement agent. Spartan is executing this Irrevocable
Proxy and Power of Attorney (this “Irrevocable Proxy”) as a material inducement for the Corporation’s entering into
the Consulting Agreement and the Placement Agent Agreement.
Upon
the issuance of any and all Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable), Spartan (x) will be the record
holder of the Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable) and (y) will have good and valid title to such
Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable), free and clear of any liens or restrictions on transfer except
as provided herein and in the Consulting Agreement and Placement Agent Agreement. Upon the issuance by the Corporation of a number of
Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable) to Spartan and/or its Affiliates (as defined under Rule 405
of the Securities Act of 1933, as amended) or any other person or entity acting as a group together with Spartan and such Affiliates
(such persons, “Attribution Parties”), Spartan (and such other Attribution Parties, if any) hereby irrevocably appoints Dr.
Jonathan Kaufman, Chief Executive Officer of the Corporation (the “Principal Stockholder”), and any designee of the Principal
Stockholder as the proxy and attorney-in-fact, with full power of substitution and resubstitution, to represent and vote the aggregate
number of Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable), held by Spartan (and such Attribution Party, if
any) (such shares collectively, the “Proxied Shares”), whether at a meeting of the shareholders of the Corporation or by
any consent to any action taken by such shareholders without a meeting, with respect to any and all matters presented to the shareholders
of the Corporation for vote or for action without a meeting. Such irrevocable appointment to the Principal Stockholder of the aforementioned
rights to the Proxied Shares shall be evidenced by the signature of each of Spartan, such Attribution Party (if any) and the Principal
Stockholder on the row of Schedule I attached hereto corresponding to such Proxied Shares. This proxy and power of attorney granted
by Spartan (and any other Attribution Party, if any) shall be irrevocable during its term and shall be deemed to be coupled with an interest
sufficient in law to support an irrevocable proxy. Spartan authorizes the Principal Stockholder to file this Irrevocable Proxy and any
substitution or revocation with the Corporation so that the existence of this Irrevocable Proxy is noted on the books and records of
the Corporation. The power of attorney granted by Spartan herein is a durable power of attorney and shall survive the dissolution, bankruptcy,
death or incapacity of Spartan.
During
the effectiveness of this Irrevocable Proxy, the Principal Stockholder shall have all the voting power and all power to grant consent
that Spartan (or an Attribution Party, if any) would possess by virtue of being the holder of the Consultant Shares, Conversion Shares
and/or Warrant Shares (as applicable). Upon each signature by Spartan (and any other Attribution Party) on Schedule I with respect
to Proxied Shares, Spartan and such Attribution Party hereby ratifies and confirms all acts that the Principal Stockholder will do or
cause to be done with respect to such Proxied Shares by virtue of and within the limitations set forth in this Irrevocable Proxy.
This
Irrevocable Proxy is binding on Spartan’s heirs, estate, executors, personal representatives, successors, and assigns (including
any transferee of any of the Consultant Shares, Conversion Shares and/or Warrant Shares (as applicable)) to the fullest extent permitted
under applicable law.
Spartan
shall not dispose of, pledge, sell, convey, assign, hypothecate, or otherwise transfer (each, a “Transfer”) number of Consultant
Shares, Conversion Shares and/or Warrant Shares (as applicable) without the express prior consent of the Corporation and shall provide
the Corporation with at least five (5) Business Days’ prior notice of its intention to effect a Transfer to a non-Attribution Party.
“Business Day” shall mean any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United
States or any day on which the Federal Reserve Bank of New York is closed and/or The Nasdaq Stock Market LLC is not open for at least
five (5) hours of trading. Spartan shall inform the Corporation of any pledge of Proxied Shares made prior to the date of this Irrevocable
Proxy. Except pursuant to this Irrevocable Proxy, as of the date hereof, no person or entity other than Spartan or an Attribution Party
has any contractual or other right or obligation to purchase or otherwise acquire any of the Consultant Shares, Conversion Shares and/or
Warrant Shares (as applicable). Upon the registration of the reoffer and resale of the Conversion Shares and Warrant Shares (as applicable)
listed on Schedule I, the appointment of voting power granted to the Principal Stockholder shall immediately terminate with respect
to such respective Conversion Shares and the corresponding Consultant Shares, and Warrant Shares (as applicable) and all restrictions
on, and consents required for, Transfers of the Consultant Shares, Conversion Shares and Warrant Shares shall terminate, provided,
that Spartan hereby agrees that neither Spartan, the other Attribution Parties nor their respective designees, successors or assigns,
shall Transfer any Consultant Shares, Conversion Shares or Warrant Shares to a non-Attribution Party (other than to the Corporation or
the Principal Stockholder) (i) whose business is directly or indirectly competitive with the business of the Corporation as it is being
conducted or planned to be conducted at the time of such proposed disposition, or (ii) who intends to or has taken action, directly or
indirectly, in one or more related transactions, towards obtaining an ownership interest in the Corporation for purposes of effecting
(x) a change of “control” of the Corporation (as such term is defined under Section 203 of the General Corporation Law of
the State of Delaware), (y) a sale or all or substantially all of the assets of the Corporation or (z) a change to the board of directors
or management of the Corporation at the time of such proposed disposition, (iii) if such disposition will, to Spartan’s knowledge,
result in such third party (together with all of such third party’s “affiliates” (as defined in Rule 405 of the Securities
Act of 1933, as amended) and any other persons acting as a group together with such third party) being deemed a “beneficial owner”
(as defined under Rule 13d-3) of more than 4.99% of the outstanding shares of Common Stock immediately after giving effect to such disposition.
In addition, this Irrevocable Proxy shall terminate with respect to Consultant Shares, Conversion Shares and Warrant Shares (as applicable)
upon each disposition of Consultant Shares, Conversion Shares and Warrant Shares (as applicable) by an Attribution Party to a non-Attribution
Party. Notwithstanding the foregoing, a Transfer of Consultant Shares, Conversion Shares or Warrant Shares by Spartan (or any other Attribution
Party) to an Attribution Party shall only become effective upon such transferee’s delivery of a completed and executed Joinder
Agreement, substantially in the form attached hereto as Schedule II. The Company undertakes to include the maximum possible number
of Conversion Shares and Warrant Shares in the initial registration statement filed in connection with the Offering and in each subsequent
registration statement, as needed, and agrees to lift all Transfer and notice restrictions six months after any issuance if such Conversion
Shares and Warrant Shares are not then registered for resale.
This
Irrevocable Proxy may be amended or supplemented, and any obligation of an Attribution Party may be waived, only with the prior written
consent of the Corporation. No waivers of any breach of this Irrevocable Proxy extended by the Corporation to any Attribution Party shall
be construed as a waiver of any rights or remedies of the Corporation or with respect to any subsequent breach.
This
Irrevocable Proxy shall be governed by, and construed under, the laws of the State of Delaware, without regard to principles of conflict
of laws. In case any provision of this Irrevocable Proxy shall be invalid, illegal or unenforceable, it shall to the extent practicable,
be modified so as to make it valid, legal and enforceable and to retain as nearly as practicable the intent of the Corporation and Spartan
(and any other Attribution Party, if any) represented by such invalidated term, and the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.
In
the event that any signature hereto is delivered by facsimile transmission or by an e-mail which contains a portable document format
(.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such signature page were an original thereof.
[signature
page follows]
Spartan,
hereby revoking any and all prior proxies granted by Spartan with respect to the Consultant Shares, Conversion Shares and Warrant Shares
(as applicable), has executed this Irrevocable Proxy on the date set forth below to be deemed effective as of December 20, 2024.
| |
|
SPARTAN
CAPITAL SECURITIES, LLC |
| |
|
|
| |
By: |
/s/ Kim Monchik |
| |
|
Name:
Kim Monchik |
| |
|
Title: Chief
Administrative Officer |
| |
|
|
| |
|
|
| |
Date: |
12/20/2024 |
| |
|
|
| ACKNOWLEDGED AND AGREED TO BY: |
| |
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|
| |
|
|
| /s/ Jonathan Kaufman |
|
| Name: Jonathan Kaufman |
|
| |
|
|
| Date: |
December 20, 2024 |
|
| |
|
|
Schedule
I
| Date |
Number
of Conversion Shares as of such date |
Number
of Warrant Shares as of such date |
Signature
of Authorized Signatory of Spartan (and/or Attribution Party, if any) |
Acknowledgement
and Acceptance of Principal Stockholder |
| 12/23/2024 |
182,076 |
85,421 |
Signature:
/s/ Kim Monchik |
Signature:
/s/ Jonathan Kaufman |
| 12/23/2024 |
78,032 |
0 |
Signature:
/s/ Eric Meyer |
| 12/31/2024 |
30,053 |
11,795 |
Signature:
/s/ Kim Monchik |
Signature:
/s/ Jonathan Kaufman |
| 12/31/2024 |
12,880 |
0 |
Signature:
/s/ Eric Meyer |
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Schedule
II
Joinder
Agreement
In
connection with the Transfer from [Spartan/other Attribution Party] to the undersigned of [Consultant
Shares/Conversion Shares/Warrant Shares], the undersigned is executing and delivering this Joinder Agreement to the Irrevocable Proxy
and Power of Attorney, dated as of December 20, 2024 (the “Irrevocable Proxy”). Terms used but not defined herein shall have
the same meanings ascribed to them as in the Irrevocable Proxy.
By
executing and delivering this Joinder Agreement to the Corporation and [Spartan/ other Attribution Party],
the undersigned hereby agrees to become a party to, to be bound by, and to comply with the provisions of the Irrevocable Proxy in the
same manner as if the undersigned were an original signatory to the Irrevocable Proxy. This Joinder Agreement shall become an integral
part of, and undersigned shall become a party to and be bound by the Irrevocable Proxy upon execution and delivery of this Joinder Agreement
by the undersigned.
Accordingly,
the undersigned has executed and delivered this Joinder Agreement as of , .
________________________
Address
for notices:
Email:
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Lipella Pharmaceuticals (NASDAQ:LIPO)
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From Dec 2024 to Jan 2025
Lipella Pharmaceuticals (NASDAQ:LIPO)
Historical Stock Chart
From Jan 2024 to Jan 2025
