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): March 3, 2025 (February 25, 2025)

Lipella Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As previously disclosed in the Current Reports 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 and January 6, 2025 (collectively, the “Prior Form 8-Ks”), the Company sold an aggregate of 25,975 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 closings (collectively, the “Prior Closings”) of a best efforts private placement offering of up to $6,000,000 of shares of Series B Preferred Stock (the “Offering”) (subject to a $1,200,000 over-allotment option (the “Over-allotment Option”)), with Spartan Capital Securities, LLC (“Spartan”) providing placement agent and consulting services in connection therewith.

Third Closing of the Offering

On February 25, 2025 and February 26, 2025, in connection with subsequent closings of the Offering (collectively, the “Third Closing”), the Company formally entered into subscription agreements (the “Subscription Agreements”) with investors (the “Third Closing Investors”), pursuant to which the Company issued and sold to the Third Closing Investors an aggregate of 37,880 shares of Series B Preferred Stock and received gross proceeds of $3,788,000, inclusive of gross proceeds of $385,500 received from shares of Series B Preferred Stock sold pursuant to Spartan’s partial exercise of the Over-allotment Option. Such shares of Series B Preferred Stock are convertible into an aggregate of 1,258,327 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) at a conversion price of $3.00 or $3.13 per share, as applicable, subject to customary adjustments, each of 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 applicable Subscription Agreements. Other than the conversion price for such shares of Series B Preferred Stock, the Subscription Agreements between the Company and each Third Closing Investor are nearly identical to the subscription agreements that were executed in connection with the Prior Closings. The Company received net proceeds of $3,124,040 in connection with the Third Closing and currently intends to use all proceeds raised in the Offering for working capital and general corporate purposes. In connection with the Third Closing, the Company and each Third 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 Prior Closings. For additional details regarding the terms of the Subscription Agreements and Registration Rights Agreements, please see the Prior Form 8-Ks and the applicable exhibits filed therewith.

At the Third Closing and in accordance with the Spartan Agreements (as defined in the Prior Form 8-Ks), the Company paid Spartan an aggregate of $663,960 in placement agent and consulting fees and issued to Spartan and its designee (i) an aggregate of 441,933 shares of the Company’s Series C voting convertible preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), and (ii) placement agent warrants (the “Placement Agent Warrants”) to purchase up to 125,833 shares of Common Stock. Other than the holders, the number of shares and expiration date, the Placement Agent Warrants are nearly identical to the placement agent warrants issued to Spartan in connection with the Prior Closings. Also in connection with the Third 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 Warrants, issued or issuable to Spartan or its Attribution Parties (as defined in the Irrevocable Proxy) in connection with the Third Closing. For additional details regarding the terms of the Irrevocable Proxy, such shares of Series C Preferred Stock and the Placement Agent Warrants, please see the Prior Form 8-Ks and the applicable exhibits filed therewith.

At the Third Closing, such shares of Series B Preferred Stock were offered and sold to the Third Closing Investors, and such Placement Agent Warrants 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 written representations of the Third Closing Investors, Spartan and its designee, 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.

Second Amendment to Consulting Agreement and Advisory Agreement

As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on December 10, 2024, the Company entered into a consulting and advisory agreement on December 5, 2024 with Spartan, which was subsequently amended by an Amendment to Consulting Agreement and Placement Agent Agreement (the “Amendment”), dated December 10, 2024, by and between the Company and Spartan (such agreement, as amended, the “Consulting Agreement”). 

As of February 28, 2025, the Company and Spartan entered into a Second Amendment to Consulting Agreement and Advisory Agreement (the “Second Amendment”), pursuant to which Spartan and the Company agreed to modify certain terms of the Consulting Agreement to require the Company to compensate Spartan with additional cash fees and stock compensation on a pro rata basis in the event that shares of Series B Preferred Stock are sold pursuant to Spartan’s exercise of the Over-allotment Option and the $1,200,000 over-allotment option for the Mirror Offering (as defined in the Consulting Agreement).

The foregoing descriptions of the Irrevocable Proxy, the Second Amendment 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 Prior Form 8-Ks and are incorporated herein by reference. The Irrevocable Proxy reflecting the additional securities issued to Spartan and its designee in connection with the Third Closing is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”), and the Second Amendment is filed as Exhibit 10.4 hereto, each of which 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 in the event that the Over-allotment Option is fully exercised or consummate the Mirror Offering. 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. 

The applicable disclosure contained in Item 1.01 of this Form 8-K is incorporated by reference in this Item 3.02. 

(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.