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): August 8, 2023 (August 4, 2023)

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) 901-0315

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 1.01

Entry into a Material Definitive Agreement.

The information provided in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Employment Agreement Amendment – Jonathan Kaufman

On August 4, 2023, Lipella Pharmaceuticals Inc. (the “Company”) and Dr. Jonathan Kaufman, Chief Executive Officer of the Company, entered into an amendment agreement, dated August 4, 2023 (the “Kaufman Amendment”), to Dr. Kaufman’s existing employment agreement with the Company, dated July 17, 2020 (the “Kaufman Agreement”). The Kaufman Amendment amends the Kaufman Agreement solely to increase Dr. Kaufman’s annual base salary by $50,000, to $233,300.

Employment Agreement Amendment – Michael Chancellor

On August 4, 2023, the Company and Dr. Michael Chancellor, Chief Medical Officer of the Company, entered into an amendment agreement, dated August 4, 2023 (the “Chancellor Amendment”), to Dr. Chancellor’s existing employment agreement with the Company, dated July 17, 2020 (the “Chancellor Agreement”). The Chancellor Amendment amends the Chancellor Agreement solely to increase Dr. Chancellor’s annual base salary by $50,000, to $225,000.

Except as modified by the Kaufman Amendment and the Chancellor Amendment, each of the Kaufman Agreement and the Chancellor Agreement, respectively, remains in full force and effect in accordance with its respective terms.

The foregoing descriptions of each of the Kaufman Amendment and the Chancellor Amendment are qualified in their entirety by reference to the complete copies of each of the Kaufman Amendment and the Chancellor Amendment, filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to the Employment Agreement, dated August 4, 2023, by and between Lipella Pharmaceuticals Inc. and Jonathan Kaufman.
10.2		Amendment No. 1 to the Employment Agreement, dated August 4, 2023, by and between Lipella Pharmaceuticals Inc. and Michael Chancellor.
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: August 8, 2023	Lipella Pharmaceuticals Inc.

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

Exhibit 10.1

AMMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1, dated August 4, 2023 (the “Amendment”), to the Employment Agreement entered into as of July 17, 2020 by and between Jonathan Kaufman and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Employment Agreement”).

The parties hereto hereby agree as follows:

Section 4.1 of the Employment Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“4.1 Base Salary. The Company shall pay the Executive an annual rate of base salary of $233,300 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”. ”

All other terms and conditions of the Employment Agreement remain in full force and effect.

This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without regard to conflicts of law principles.

This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be one and the same document. A signature to this Amendment transmitted electronically shall have the same authority, effect, and enforceability as an original signature.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	LIPELLA PHARMACEUTICALS INC.

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

EXECUTIVE
Signature:	/s/ Jonathan Kaufman
Print Name: Jonathan Kaufman

Exhibit 10.2

AMMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment No. 1, dated August 4, 2023 (the “Amendment”), to the Employment Agreement entered into as of July 17, 2020 by and between Michael Chancellor and Lipella Pharmaceuticals Inc., a Delaware corporation (the “Employment Agreement”).

The parties hereto hereby agree as follows:

Section 4.1 of the Employment Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof:

“4.1 Base Salary. The Company shall pay the Executive an annual rate of base salary of $225,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary”. ”

All other terms and conditions of the Employment Agreement remain in full force and effect.

This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania without regard to conflicts of law principles.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

	LIPELLA PHARMACEUTICALS INC.

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

EXECUTIVE
Signature:	/s/ Michael Chancellor
Print Name: Michael Chancellor

Cover	Aug. 08, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2023
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	901-0315
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