As
filed with the Securities and Exchange Commission on May 24, 2024
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Lantern
Pharma Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
46-3973463 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1920
McKinney Avenue, 7th Floor
Dallas,
Texas |
|
75201 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Amended
and Restated 2018 Equity Incentive Plan
(Full
title of the plan)
Panna
Sharma
Chief Executive Officer
Lantern
Pharma Inc.
1920
McKinney Avenue, 7th Floor
Dallas,
Texas 75201
(Name and address of agent for service)
(972)
277-1136
(Telephone
number, including area code, of agent for service)
Copy
to:
Daniel
K. Donahue
Greenberg
Traurig, LLP
18565
Jamboree Road, Suite 500
Irvine,
California 92612
(949)
732-6500
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large accelerated filer ☐ |
|
Accelerated filer ☐ |
| |
Non-accelerated filer ☒ |
|
Smaller reporting company ☒ |
| |
|
|
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 7(a)(2)(B) of the Securities Act. ☒
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
On
August 29, 2018, Lantern Pharma Inc. (the “Company”) adopted its 2018 Equity Incentive Plan (as subsequently amended and
restated, the “Plan”). The maximum number of shares of common stock of the Company that are available for issuance under
the Plan is 1,864,680, provided that as of the date of this filing 125,000 shares are subject to the approval of the stockholders of
the Company. This Registration Statement on Form S-8 is filed with the Securities and Exchange Commission (“Commission”)
for the purposes of registering the 1,864,680 shares of the Company’s common stock issuable under the Plan.
The
document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Plan as specified
by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not being filed
with the Commission, but constitute, along with the documents incorporated by reference into this Registration Statement, a prospectus
that meets the requirements of Section 10(a) of the Securities Act.
| Item
2. | Registrant
Information and Employee Plan Annual Information |
The
Company will furnish without charge to each person to whom the prospectus is delivered, upon the written or oral request of such person,
a copy of any and all of the documents incorporated by reference in Item 3 of Part II of this Registration Statement and incorporated
by reference in the Section 10(a) prospectus, other than exhibits to such documents (unless such exhibits are specifically incorporated
by reference to the information that is incorporated). Written requests should be made to Investor Relations of Lantern Pharma Inc. at
1920 McKinney Avenue, 7th Floor, Dallas, Texas 75201; telephone number (972) 277-1136 or to the email address at info@lanternpharma.com.
Part
II
INFORMATION
REQUIRED
IN
THE REGISTRATION STATEMENT
| Item
3. | Incorporation
of Certain Documents by Reference |
The
following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:
| (a) | The
Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which
was filed on March 18, 2024; |
| (b) | The
Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which
was filed on May 9, 2024; |
| (c) | The
description of the Company’s common stock in its Form 8-A12B, which was filed on June
8, 2020, and any amendments or reports filed for the purpose of updating this description;
and |
| (d) | All
reports and other documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing
of a post-effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold. |
| Item
4. | Description
of Securities |
Not
applicable.
| Item
5. | Interests
of Named Experts and Counsel |
The
validity of the issuance of the shares of the Company’s common stock offered by this Registration Statement has been passed upon
by Greenberg Traurig, LLP, Irvine, California.
| Item
6. | Indemnification
of Directors and Officers |
The
Company’s certificate of incorporation and bylaws provides that the Company’s directors and officers will be indemnified
by us to the fullest extent permitted by the Delaware law against all expenses incurred in connection with their service for or on behalf
of the Company.
In
addition, the Company’s certificate of incorporation provides that the personal liability of the Company’s directors and
officers for monetary damages will be eliminated to the fullest extent permitted by Delaware law.
The
Company has entered into indemnification agreements with the members of the Company’s board of directors and officers, each an
“indemnitee.” Each indemnification agreement requires the Company to indemnify each indemnitee as described above. The Company
also, among other things, agreed to advance costs and expenses subject to the condition that an indemnitee will reimburse the indemnitor
for all amounts paid if a final judicial determination is made that the indemnitee is not entitled to be so indemnified under applicable
law.
The
indemnification provisions in the Company’s certificate of incorporation and bylaws and the indemnification agreements may be sufficiently
broad to permit indemnification of the Company’s directors and officers for liabilities (including reimbursement of expenses incurred)
arising under the Securities Act.
The
Company has procured directors’ and officers’ liability insurance.
| Item
7. | Exemption
from Registration Claimed |
Not
applicable.
| Exhibit No. |
Description of Exhibits |
| |
(a) |
The undersigned registrant
hereby undertakes: |
| (1) | To
file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement: |
| (i) | To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended
(the “Securities Act”). |
| (ii) | To
reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement. |
| (iii) | To
include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information in the
registration statement. |
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section
13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
| (2) | That,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. |
| (3) | To
remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering. |
| (b) | The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) (and where applicable, each filing of an employee benefit plan’s annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in
the registration statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (c) | Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and is therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements of filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Dallas, Texas on May 24, 2024.
| |
LANTERN PHARMA
INC. |
| |
|
|
| |
By: |
/s/ Panna Sharma |
| |
|
Panna Sharma, |
| |
|
Chief Executive Officer |
POWER
OF ATTORNEY
Each
person whose signature appears below hereby constitutes and appoints Panna Sharma and David R. Margrave,, and each of them, as such person’s
true and lawful attorney-in-fact and agent, each with full powers of substitution and re-substitution, for such person and in such person’s
name, place and stead, in any and all capacities, to sign any or all amendments (including post effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite
or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to
be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed on May 24, 2024 by the following persons
in the capacities indicated.
| Signature |
|
Title |
| |
|
|
/s/
Panna Sharma
|
|
President,
Chief Executive Officer and Director (Principal Executive Officer) |
| Panna
Sharma |
|
|
| |
|
|
/s/
David R. Margrave
|
|
Chief
Financial Officer (Principal Financial and Accounting Officer) |
| David
R. Margrave |
|
|
| |
|
|
/s/
Donald J. Keyser
|
|
Chairman
of the Board |
| Donald
J. Keyser |
|
|
| |
|
|
/s/
Maria Maccecchini
|
|
Director |
| Maria
Maccecchini |
|
|
| |
|
|
/s/
David S. Silberstein
|
|
Director |
| David
S. Silberstein |
|
|
| |
|
|
/s/
Vijay Chandru
|
|
Director |
| Vijay
Chandru |
|
|
Exhibit
5.1
GREENBERG
TRAURIG, LLP
18565
Jamboree Road, Suite 500
Irvine,
CA 92612
May
24, 2024
Lantern
Pharma Inc.
1920
McKinney Avenue, 7th Floor
Dallas,
Texas 75201
| Re: |
Registration
Statement on Form S-8 |
Ladies
and Gentlemen:
We
have acted as counsel to Lantern Pharma Inc. (the “Company”) in connection with its Registration Statement on Form S-8, as
may be amended and supplemented from time to time (the “Registration Statement”), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended), in connection with the registration by the Company of 1,864,680 shares (the
“Shares”) of common stock, $0.0001 par value per share (the “Common Stock”), of the Company issuable under the
Company’s Second Amended and Restated 2018 Equity Incentive Plan, as amended (“Plan”).
For
purposes of rendering this opinion, we have examined originals or copies of such documents and records as we have deemed appropriate.
In conducting such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to
us as originals and conformity to original documents of all documents submitted to us as copies.
Based
upon and subject to the foregoing and the effect, if any, of the matters discussed below, after having given due regard to such issues
of law as we deemed relevant, we are of the opinion that the Shares, when issued, delivered and paid for in accordance with the Plan,
including all required stockholder approvals, and the terms of the individual option agreements and stock agreements, as applicable,
will be legally issued, fully paid and non-assessable.
We
are furnishing this opinion to the Company solely in connection with the Registration Statement. This opinion may not be relied on by,
nor copies delivered to, any other person or entity without our prior written consent. Notwithstanding the preceding sentence we hereby
consent to the filing of this opinion as an exhibit to the Registration Statement and to its use as part of the Registration Statement.
| |
Very
truly yours, |
| |
|
| |
/s/
GREENBERG TRAURIG, LLP |
EXHIBIT
23.1
CONSENT
OF Independent Registered Public Accounting Firm
We
consent to the incorporation by reference in this Registration Statement of Lantern Pharma Inc. on Form S-8 to be filed on or about May
24, 2024 of our report dated March 18, 2024, on our audits of the consolidated financial statements as of December 31, 2023 and 2022
and for each of the years then ended, which report was included in the Annual Report on Form 10-K filed on March 18, 2024.
/s/
EisnerAmper LLP
EISNERAMPER
LLP
Philadelphia,
Pennsylvania
May
24, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Lantern Pharma Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| | |
Security
Type | |
Security
Class
Title | |
Fee
Calculation
Rule | | |
Amount
Registered (a) | | |
Proposed
Maximum
Offering
Price Per Unit (b) | | |
Maximum
Aggregate
Offering
Price (b) | | |
Fee Rate | | |
Amount of
Registration
Fee | |
Fees to Be
Paid | |
Equity | |
Common stock | |
| 457 | (h)(1) | |
| 1,864,680 | | |
$ | 5.84 | | |
$ | 10,889,732 | | |
| .0001476 | | |
$ | 1,607.33 | |
| | |
Total Offering Amounts |
| | | |
$ | 10,889,732 | | |
| | | |
$ | 1,607.33 | |
| | |
Total Fee Offsets |
| | | |
| | | |
| | | |
| — | |
| | |
Net Fee Due |
| | | |
| | | |
| | | |
$ | 1,607.33 | |
(a) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement
shall be deemed to cover an indeterminate number of additional shares of Common Stock to be offered or issued from stock splits, stock
dividends or similar transactions.
(b) Estimated solely for the purpose of calculating the amount of the registration
fee and calculated pursuant to Rule 457(h)(1) under the Securities Act.
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