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): May 23, 2024

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)

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. ☒

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

LTRN

Nasdaq Capital Market

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 23, 2024, the Board of Directors of Lantern Pharma Inc. (the “Company”) approved an amendment to the Company’s By-laws (the “By-laws”), effective immediately. The amendment modified the provisions for determining the authorized number of directors. The first sentence of Section 3.02 of the By-laws previously stated:

“The Board of Directors shall consist of not less than three (3) and not more than nine (9) directors as fixed from time to time solely by resolution of a majority of the total number of directors that the Corporation would have if there were no vacancies adopting an amendment to these by-laws setting forth the number of directors therein.”

Pursuant to the amendment, the first sentence of Section 3.02 of the By-Laws has been amended to state:

“The Board of Directors shall consist of not less than three (3) and not more than nine (9) directors as fixed from time to time by resolution of the Board of Directors.”

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Method Filing

The following exhibit is filed with this report:

Exhibit 3.2

Amendment No. 1 to Bylaws of Lantern Pharma Inc.

Filed Electronically herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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.

Dated: May 24, 2024	/s/ David Margrave
	David Margrave,
	Chief Financial Officer

Exhibit 3.2

Amendment No. 1 to By-laws of Lantern Pharma Inc.

(Adopted on May 23, 2024)

Section 3.02 of the By-laws of Lantern Pharma Inc. is deleted in its entirety and replaced with the following:

“Section 3.02 Number; Term of Office. The Board of Directors shall consist of not less than three (3) and not more than nine (9) directors as fixed from time to time by resolution of the Board of Directors. Each director shall hold office until a successor is duly elected and qualified or until the director’s earlier death, resignation, disqualification, or removal.”

Cover	May 23, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 23, 2024
Current Fiscal Year End Date	--12-31
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 $0.0001
Trading Symbol	LTRN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true