Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 21, 2023

Lantern Pharma Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

001-39318

46-3973463

(State or Other Jurisdiction

of Incorporation)

(Commission
File Number)

(I.R.S. Employer

Identification Number)

1920 McKinney Avenue, 7th Floor

Dallas, Texas 75201

(Address of principal executive offices)

(972) 277-1136

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions.

☐	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 240.14d-2(b)

☐	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 $.0001		LTRN		The Nasdaq Stock Market

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 1.01 Entry into a Material Definitive Agreement.

On November 21, 2023, Lantern Pharma Inc. (“Company”) entered into separate Securities Purchase Agreements with Bios Fund I QP, LP and Bios Fund I, LP (the “Bios Entities”) pursuant to which the Company agreed to purchase from the Bios Entities a total of 145,348 shares (the “Shares”) of Company common stock, at a purchase price of $3.44 per share, for a total purchase price of $499,997.12. The agreements contain customary representations, warranties, and covenants for agreements of such nature. The transactions under the agreements are expected to close prior to November 30, 2023.

The Bios Entities are part of a related family of investment partnerships under common control, which collectively beneficially own approximately 14.7% of the Company’s issued and outstanding shares of common stock. The Company was advised by the Bios Entities that their motivation to sell the Shares (i) did not relate to the activities or operations of the Company and (ii) was for the purpose of generating working capital for the operations of the Bios Entities and ensuring adequate liquidity.

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.

	LANTERN PHARMA INC.,
	A Delaware Corporation

Dated: November 24, 2023	/s/ David Margrave
	David Margrave,
	Chief Financial Officer

Cover	Nov. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 21, 2023
Entity File Number	001-39318
Entity Registrant Name	Lantern Pharma Inc.
Entity Central Index Key	0001763950
Entity Tax Identification Number	46-3973463
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1920 McKinney Avenue
Entity Address, Address Line Two	7th Floor
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75201
City Area Code	972
Local Phone Number	277-1136
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 $.0001
Trading Symbol	LTRN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true