LIPO Lipella Pharmaceuticals Inc

 

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 1, 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 8.01 Other Events.

 

On November 1, 2024, Lipella Pharmaceuticals Inc. (the “Company”) issued a press release announcing its intention to implement a one-for-eight reverse stock split of all of the Company’s outstanding shares of common stock, par value $0.0001 per share, upon the filing of a certificate of amendment to the Company’s second amended and restated certificate of incorporation, as amended, with the Secretary of State of the State of Delaware on November 7, 2024. A copy of such press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Forward-Looking Statements

 

Exhibit 99.1 attached hereto contains, and may implicate, forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated November 1, 2024.
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 1, 2024	Lipella Pharmaceuticals Inc.
	By:	/s/ Jonathan Kaufman
		Name: Jonathan Kaufman Title:   Chief Executive Officer

 

 

 

 

 

 

 

Exhibit 99.1

 

Lipella Pharmaceuticals Announces 1-for-8 Reverse Stock Split

 

PITTSBURGH, PA – November 1, 2024 – Lipella Pharmaceuticals Inc. (Nasdaq: LIPO) (the “Company,” “our” or “us”), a clinical-stage biotechnology company focused on developing innovative therapies for serious diseases with unmet medical needs, today announced that it intends to effect a 1-for-8 reverse stock split of its common stock effective as of 5:00 p.m. Eastern Time on November 7, 2024 upon the filing of a certificate of amendment to the Company’s certificate of incorporation with the Secretary of State of the State of Delaware. The Company expects that its common stock will begin trading on a split-adjusted basis when the market opens on November 8, 2024, under its current trading symbol “LIPO.” Following the reverse stock split, the CUSIP number for the Company’s common stock will be updated to 53630L209.

 

The reverse stock split is intended to bring the Company into compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Stockholders approved the reverse stock split at the Company’s Annual Meeting of Stockholders held on September 10, 2024, with the Board of Directors subsequently approving the 1-for-8 ratio.

 

The reverse stock split will not impact the number of authorized shares of common stock of the Company, which will remain at 200,000,000, nor will it affect the par value of common stock, which remains $0.0001 per share.

 

The 1-for-8 reverse stock split will convert eight shares of the Company’s common stock into one new share of common stock.

 

The Company’s transfer agent, Nevada Agency and Transfer Company, will act as the exchange agent for the reverse stock split. Stockholders of record will receive information from Nevada Agency and Transfer Company regarding the transition. Stockholders who hold shares through in book-entry form or through a broker or other nominee will have their positions adjusted automatically to reflect the reverse stock split and will not need to take any action. Nevada Agency and Transfer Company can be reached at (775) 322-0626 to address questions regarding the exchange process.

 

 

About Lipella Pharmaceuticals Inc.

Lipella Pharmaceuticals is a clinical-stage biotechnology company focused on developing new drugs by reformulating active agents in existing generic drugs and optimizing these reformulations for new applications. Lipella targets diseases with significant unmet needs, where no approved drug therapies currently exist. The company completed its initial public offering in December 2022. Learn more at lipella.com and follow us on X and LinkedIn.

 

Forward-Looking Statements

This press release contains forward-looking statements, which are not historical facts, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Our actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as "may," "could," "expect," "intend," "plan," "seek," "anticipate," "believe," "estimate," "predict," "potential," "continue," "likely," "will," "would" and variations of these terms and similar expressions, or the negative of these terms or similar expressions. Such forward-looking statements, including statements herein on the effective date of the reverse stock split and the date that trading of our common stock will begin on a split-adjusted basis, are necessarily based upon estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Readers are cautioned not to place undue reliance on these forward-looking statements. Actual results may differ materially from those indicated by these forward-looking statements as a result of risks and uncertainties including, but not limited to, our ability to regain compliance with The Nasdaq Stock Market LLC (“Nasdaq”) listing standards, including the minimum bid price requirement, our ability to take other actions that may be required for our continued listing on Nasdaq, our current liquidity position and the need to obtain additional financing to support ongoing operations, and other risks as more fully described in our filings with the U.S. Securities and Exchange Commission. The information in this press release is provided only as of the date of this press release, and we undertake no obligation to update any forward-looking statements contained in this press release based on new information, future events, or otherwise, except as required by law.

 

CONTACT

Jeff Ramson

PCG Advisory

jramson@pcgadvisory.com

646-863-6893

 

 

v3.24.3

Cover	Nov. 01, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 01, 2024
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
Written Communications	false
Soliciting Material	false
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

---