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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): November 7, 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 3.03 Material Modification to Rights of Security Holders.

 

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On November 7, 2024, Lipella Pharmaceuticals Inc. (the “Company”), acting pursuant to authority received at an annual meeting of its stockholders on September 10, 2024, filed with the Secretary of State of the State of Delaware a certificate of amendment (the “Charter Amendment”) to its second amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”), which effected a one-for-eight reverse stock split (the “Reverse Stock Split”) of all of the Company’s outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”). Pursuant to the Charter Amendment, the Reverse Stock Split became effective as of 5:00 p.m. Eastern Time on November 7, 2024. As a result of the Reverse Stock Split, every eight (8) shares of Common Stock were exchanged for one (1) share of Common Stock. The Common Stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on November 8, 2024.

 

The Reverse Stock Split did not affect the total number of shares of capital stock, including the Common Stock, that the Company is authorized to issue, which remain as set forth pursuant to the Certificate of Incorporation. No fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Any holder that would receive a fractional share of Common Stock as a result of the Reverse Stock Split will be paid in cash the fair value of such fractional share as of the date of the Reverse Stock Split. The Reverse Stock Split also has a proportionate effect on all other options and warrants of the Company outstanding as of the effective date of the Reverse Stock Split. The new CUSIP number for the Common Stock is 53630L 209.

 

The Company’s transfer agent, Nevada Agency and Transfer Company, is acting as exchange agent for the Reverse Stock Split and has provided instructions to stockholders of record regarding the exchange of certificates for Common Stock.

 

The summary of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1(i).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.    Description
3.1(i)   Certificate of Amendment to Certificate of Incorporation of Lipella Pharmaceuticals Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

  

 

 

 

 

 

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: November 7, 2024 Lipella Pharmaceuticals Inc.  
       
  By:   /s/ Jonathan Kaufman  
   

Name: Jonathan Kaufman

Title:   Chief Executive Officer

  

 

 

 

 

  

 

Exhibit 3.1(i)

 

 

  

  

 

 

 

  

 

 

 

 

 

  

 

 

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Document Period End Date Nov. 07, 2024
Current Fiscal Year End Date --12-31
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
Entity Address, Postal Zip Code 15208
City Area Code (412)
Local Phone Number 894-1853
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol LIPO
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
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