UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
LIPELLA
PHARMACEUTICALS INC. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
David
E. Danovitch, Esq.
Sullivan
& Worcester LLP
1251
Avenue of the Americas
New
York, NY 10020
(212)
660-3000 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
August
16, 2024 |
(Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities
of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP
No. 53630L100 |
Amendment
No. 4 to Schedule
13D |
Page
2 of 5 Pages |
1 |
name
of reporting persons
Michael
B. Chancellor |
|
2 |
check
the appropriate box if a member of a group*
|
(a)
☐
(b) ☐ |
3 |
sec
use only
|
|
4 |
source
of funds*
PF,
OO (1) |
|
5 |
check
if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
☐ |
6 |
citizenship
or place of organization
United
States |
|
number
of
shares
beneficially
owned by
each
reporting
person
with |
|
7 |
sole
voting power
1,677,136
(1) |
|
8 |
shared
voting power
0 |
|
9 |
sole
dispositive power
1,677,136
(1) |
|
10 |
shared
dispositive power
0 |
|
11 |
aggregate
amount beneficially owned by each reporting person
1,677,136
(1) |
|
12 |
check
box if the aggregate amount in row (11) excludes certain shares*
|
☐ |
13 |
percent
of class represented by amount in row (11)
18.8%
(2) |
|
14 |
type
of reporting person*
IN |
|
*
SEE INSTRUCTIONS
(1)
Consists of (i) 877,637 shares of common stock, par value $0.0001 per share, of the issuer (“Common Stock”) purchased
by Dr. Michael Chancellor (the “Reporting Person”) with personal funds and (ii) 799,499 shares of Common Stock that
may be issued upon the exercise of stock options awarded by the issuer (the “Issuer”) to the Reporting Person in his
capacity as an officer and director of the Issuer, which are vested and exercisable within 60 days of the filing of this Amendment
No. 4 to Statement on Schedule 13D (this “Amendment No. 4”).
(2)
Calculated based on 8,104,636 shares of Common Stock outstanding as of August 16, 2024, as verified with the Issuer. The 799,499
shares of Common Stock that the Reporting Person has the right to acquire within 60 days of the filing of this Amendment No. 4
are deemed to be outstanding for purposes of calculating such beneficial ownership percentage.
CUSIP
No. 53630L100 |
Amendment
No. 4 to Schedule
13D |
Page
3 of 5 Pages |
This
Amendment No. 4 amends and supplements the Statement on Schedule 13D initially filed by the Reporting Person with the SEC on December
29, 2022, as amended by Amendment No. 1 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on June 21,
2023, as further amended by Amendment No. 2 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on March
6, 2024, and as further amended by Amendment No. 3 to such Statement on Schedule 13D filed by the Reporting Person with the SEC
on March 15, 2024 (collectively, the “Schedule 13D”). Capitalized terms used but not defined herein shall have the
meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 4 does not modify any
of the information previously reported by the Reporting Person in the Schedule 13D.
The
purpose of this Amendment No. 4 is to update the Reporting Person’s beneficial ownership information in the Schedule 13D.
Except
as specifically amended below, all other provisions of the Schedule 13D remain in effect.
Item
1. Security and Issuer.
The
information contained in “Item 1. Security and Issuer.” of the Schedule 13D is not being amended by this Amendment
No. 4.
Item
2. Identity and Background.
The
information contained in “Item 2. Identity and Background.” of the Schedule 13D is not being amended by this Amendment
No. 4.
Item
3. Source or Amount of Funds or Other Consideration.
“Item
3. Source or Amount of Funds or Other Consideration.” of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The
Reporting Person beneficially owns 1,677,136 shares of Common Stock, consisting of (i) 877,637 shares of Common Stock which were
acquired with personal funds from time to time and as a result of the conversion of certain promissory notes in connection with
the Issuer’s initial public offering, as described in Item 6 of the Schedule 13D, and (ii) 799,499 shares of Common Stock
that may be issued upon exercise of stock options owned by the Reporting Person that were awarded to him in his capacity as an
officer and director of the Issuer.
Item
4. Purpose of Transaction.
The
information contained in rows (7), (8), (9), (10), (11) and (13) of the cover page of this Amendment No. 4 and the corresponding
footnotes, and the information set forth in or incorporated by reference in Item 2, Item 3, Item 5 and Item 6 of this Amendment
No. 4 is hereby incorporated by reference in its entirety into this Item 4.
Except
as described above, the information contained in “Item 4. Purpose of Transaction.” of the Schedule 13D is not being
amended by this Amendment No. 4.
Item
5. Interest in Securities of the Issuer.
The
responses to rows (7) through (13) of the cover page of this Amendment No. 4 and the corresponding footnotes are hereby incorporated
by reference in their entirety in this Item 5.
(a) See
responses to Items 11 and 13 on the cover page.
(b) See
response to Rows (7), (8), (9) and (10) on the cover page.
CUSIP
No. 53630L100 |
Amendment
No. 4 to Schedule
13D |
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4 of 5 Pages |
(c) The
Reporting Person has not, to the best of his knowledge, engaged in any transaction with respect to the Common Stock of the Issuer
during the sixty days prior to the date of filing this Amendment No. 4.
Except
as described above, the information contained in “Item 5. Interest in Securities of the Issuer.” of the Schedule 13D
is not being amended by this Amendment No. 4.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
information contained in “Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of
the Issuer.” of the Schedule 13D is not being amended by this Amendment No. 4.
Item
7. Material to be filed as Exhibits.
The
information contained in “Item 7. Material to be filed as Exhibits.” of the Schedule 13D is not being amended by this
Amendment No. 4.
CUSIP
No. 53630L100 |
Amendment
No. 4 to Schedule
13D |
Page
5 of 5 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
August 19, 2024 |
|
|
/s/
Michael B. Chancellor |
|
Name:
Michael B. Chancellor |
Lipella Pharmaceuticals (NASDAQ:LIPO)
過去 株価チャート
から 7 2024 まで 8 2024
Lipella Pharmaceuticals (NASDAQ:LIPO)
過去 株価チャート
から 8 2023 まで 8 2024