Form 8-K - Current report

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 9, 2025 (April 8, 2025)

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 applicable 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 April 8, 2025, the Company filed a Certificate of Amendment of Certificate of Designation of Preferences, Rights and Limitations of Series C Voting Convertible Preferred Stock (the “Series C Certificate of Amendment”) with the Secretary of State of the State of Delaware. The Series C Certificate of Amendment amended the Certificate of Designation of Preferences, Rights and Limitations of Series C Voting Convertible Preferred Stock of the Company (the “Certificate of Designation”) to increase the number of shares of the Company’s Series C Voting Convertible Preferred Stock, par value $0.0001 per share, designated pursuant to the Certificate of Designation from 1,050,000 shares to 1,260,000 shares.

The foregoing description of the Series C Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Series C Certificate of Amendment, a copy of which is filed hereto as Exhibit 3.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment of Certificate of Designation of Preferences, Rights and Limitations of Series C Voting Convertible Preferred Stock.
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: April 9, 2025	Lipella Pharmaceuticals Inc.

	By:	/s/ Jonathan Kaufman
		Name: Jonathan Kaufman Title: Chief Executive Officer

Exhibit 3.1

Page 1

Delaware

The First State

I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “LIPELLA PHARMACEUTICALS INC.”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF APRIL, A.D. 2025, AT 2:30 O`CLOCK P.M.

LIPELLA PHAR1VIACEUTICALS INC.

CERTIFICATE OF AMENDMENT

CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
SERIES C VOTING CONVERTIBLE PREFERRED STOCK

(PURSUANT TO SECTION 151 OF THE

GENERAL CORPORATION LAW OF THE STATE OF DELAWARE)

The undersigned, Jonathan Kaufman, the Chief Executive Officer of Lipella Pharmaceuticals Inc., a Delaware corporation (the "Corporation"), pursuant to the provisions of the General Corporation Law of the State of Delaware (the "Law"), does hereby certify and set forth as follows:

First: The date on which the Certificate of Designation of Preferences, Rights and Limitations of Series C Voting Convertible Preferred Stock of the Corporation (the "Certificate of Designation") was originally filed with the Secretary of State of the State of Delaware was December 23, 2024.

Second: The board of directors of the Corporation (the "Board"), acting in accordance with the provisions of Sections 141(f) of the Law, has duly adopted resolutions declaring that an amendment to the Certificate of Designation to increase the number of shares of the Corporation's Series C Voting Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"), designated pursuant to the Certificate of Designation (the "Certificate of Amendment") be advisable and recommended that the requisite stockholders of the Corporation entitled to vote thereon likewise adopt and approve the Certificate of Amendment.

Third: All of the holders of the outstanding shares of Preferred Stock, acting in accordance with Section 228 of the Law and Sections 2 and 4 of the Certificate of Designation, have duly adopted resolutions adopting and approving the Certificate of Amendment.

Fourth: Pursuant to the authority vested in the Board by such holders of shares of Preferred Stock, the Board adopted the following resolutions setting forth the amendments to the Certificate of Designation. The resolutions setting forth such amendments are as follows:

RESOLVED, that the second WHEREAS paragraph of the Certificate of Designation be amended and restated in its entirety as follows:

"WHEREAS, it is the desire of the Board of Directors, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a series of the preferred stock, which shall consist of 1,260,000 shares of the preferred stock which the Corporation has the authority to issue."

RESOLVED, that Section 2 of the Certificate of Designation be amended and restated in its entirety as follows:

"Section 2. Designation, Amount and Par Value. The series of preferred stock shall be designated as its Series C Voting Convertible Preferred Stock (the "Preferred Stock") and the number of shares so designated shall be 1,260,000 (which shall not be subject to increase without the written consent of all of the holders of the Preferred Stock (each, a "Holder" and collectively, the "Holders")). Each share of Preferred Stock shall have a par value of 80.0001 per share and a stated value of $1.00 per share (as adjusted for any stock splits, stock dividends, recapitalizations, or similar transaction with respect to the Preferred Stock, the "Stated Value")."

Fifth: All other provisions of the Certificate of Designation shall remain in full force and effect.

Sixth: This Certificate of Amendment was duly adopted in accordance with the provisions of Section 151 of the Law.

Seventh: This Certificate of Amendment shall become effective immediately upon its filing with and acceptance by the Secretary of State of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Designation to be signed by the undersigned, a duly authorized officer of the Corporation, and the undersigned has executed this Certificate of Amendment and affirms the foregoing as true and under penalty of perjury this 8th day of April, 2025.

	LIPELLA PHARMACEUTICALS INC.

	By:	/s/ Jonathan Kaufman
	Name:	Jonathan Kaufman
	Title:	Chief Executive Officer

Cover	Apr. 09, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Apr. 09, 2025
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
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