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): April 12, 2024 (April 11, 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) 901-0315

 

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 5.03

Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

 

On April 11, 2024, the Company filed an Elimination of Certificate of Designation of the Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Elimination Certificate”) with the Secretary of State of the State of Delaware, in order to eliminate and cancel all designations, rights, preferences and limitations of the shares of the Company’s Series A convertible preferred stock, par value $0.0001 per share (the “Series A Preferred Stock”). All shares of Series A Preferred Stock that had been issued and outstanding prior to the Company’s initial public offering have been converted into shares of common stock of the Company, par value $0.0001 per share, pursuant to the applicable provisions of the Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock (the “Series A Certificate of Designation”), and there are no shares of Series A Preferred Stock currently issued and outstanding, and no shares of Series A Preferred Stock will be issued subject to the Series A Certificate of Designation. The Series A Elimination Certificate became effective upon filing with the Secretary of State of the State of Delaware.

 

A copy of the Series A Elimination Certificate is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
3.1		Series A Elimination Certificate.

 

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: April 12, 2024	Lipella Pharmaceuticals Inc.
	By:	/s/ Jonathan Kaufman
		Name: Jonathan Kaufman  Title:   Chief Executive Officer