Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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Lipella Pharmaceuticals Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
53630L209 (CUSIP Number) |
David E. Danovitch, Esq. Sullivan & Worcester LLP, 1251 Avenue of the Americas, 19th Floor New York, NY, 10020 (212) 660-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/23/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 53630L209 |
| 1 |
Name of reporting person
Jonathan H. Kaufman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
212,289.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
16.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Beneficial ownership consists of (i) 112,352 shares of common stock, par value $0.0001 per share, of the issuer (''Common Stock'') purchased by Dr. Jonathan Kaufman (the ''Reporting Person'') with personal funds and (ii) 99,937 shares of Common Stock that may be issued upon exercise of fully vested stock options awarded by the issuer (the ''Issuer'') to the Reporting Person in his capacity as an officer and director of the Issuer. The numbers and percentage listed in rows 7, 9, 11 and 13 above are based on 1,208,919 shares of Common Stock outstanding as of the date of this Amendment No. 7 to Statement on Schedule 13D (''Amendment No. 7''), as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, filed by the Issuer with the U.S. Securities and Exchange Commission (the ''SEC'') on November 14, 2024. In addition, all disclosure relating to the number of shares of Common Stock in this Amendment No. 7 reflects the 1-for-8 reverse stock split of the Common Stock effected by the Issuer on November 7, 2024 (the ''Reverse Stock Split'').
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Lipella Pharmaceuticals Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
7800 Susquehanna St., Suite 505, Pittsburgh,
PENNSYLVANIA
, 15208. | |
Item 1 Comment:
This Amendment No. 7 amends and supplements the Statement on Schedule 13D initially filed by the Reporting Person with the SEC on December 29, 2022, as amended by Amendment No. 1 to such Statement on Schedule 13D, filed by the Reporting Person with the SEC on June 21, 2023, as amended by Amendment No. 2 to such Statement on Schedule 13D, filed by the Reporting Person with the SEC on March 6, 2024, as amended by Amendment No. 3 to such Statement on Schedule 13D, filed by the Reporting Person with the SEC on March 15, 2024, as amended by Amendment No. 4 to such Statement on Schedule 13D, filed by the Reporting Person with the SEC on March 19, 2024, as amended by Amendment No. 5 to such Statement on Schedule 13D, filed by the Reporting Person with the SEC on May 6, 2024, and as amended by Amendment No. 6 to such Statement on Schedule 13D, filed by the Reporting Person with the SEC on October 17, 2024 (collectively, the "Schedule 13D"). Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D. Except as otherwise set forth herein, this Amendment No. 7 does not modify any of the information previously reported by the Reporting Person in the Schedule 13D. The purpose of this Amendment No. 7 is to update the Schedule 13D as a result of the Issuer's agreement to issue certain securities to Spartan Capital Securities, LLC ("Spartan") on December 23, 2023, pursuant to that certain irrevocable proxy and power of attorney between the Reporting Person and Spartan Capital Securities, LLC (the "Proxy"). Except as specifically amended below, all other provisions of the Schedule 13D remain in effect, with all applicable share numbers in the Schedule 13D adjusted for the Reverse Stock Split. | ||
| Item 2. | Identity and Background | |
| (a) | Jonathan H. Kaufman | |
| (b) | 7800 Susquehanna Street, Suite 505, Pittsburgh, Pennsylvania 15208 | |
| (c) | President, Chief Executive Officer, Secretary, Treasurer and Chairman of the Board of Directors of the Issuer. | |
| (d) | The Reporting Person has not been, during the last five years, convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person has not been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3. Source or Amount of Funds or Other Consideration." of the Schedule 13D is hereby amended and restated in its entirety as follows as a result of the Reverse Stock Split:"The Reporting Person beneficially owns 212,289 shares of Common Stock, consisting of (i) 112,352 shares of Common Stock, which were acquired with personal funds from time to time, and (ii) 99,937 shares of Common Stock that may be issued upon the exercise of stock options owned by the Reporting Person that were awarded to him in his capacity as an executive officer and director of the Issuer." | ||
| Item 4. | Purpose of Transaction | |
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of this Amendment No. 7 and the corresponding comment, and the information set forth in or incorporated by reference into Item 2, Item 3, Item 5, Item 6 and Item 7 of this Amendment No. 7 is hereby incorporated by reference in its entirety into this Item 4. Except as described in this Item 4 above, the information contained in "Item 4. Purpose of Transaction." of the Schedule 13D is not being amended by this Amendment No. 7. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to rows 11 and 13 on the cover page of this Amendment No. 7. | |
| (b) | See responses to rows 7, 8, 9 and 10 on the cover page of this Amendment No. 7. | |
| (c) | Except as otherwise set forth in the Schedule 13D, the Reporting Person has not, to the best of his knowledge, engaged in any transaction with respect to the Common Stock of the Issuer during the sixty days prior to the date of filing this Amendment No. 7. | |
| (d) | To the knowledge of the Reporting Person, except as provided by the applicable terms and provisions of each of the Proxy, the Warrant (as defined in Item 6 below) and the Certificate of Designation (as defined in Item 6 below), no person other than the Reporting Person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Issuer beneficially owned by the Reporting Person as reported in the Schedule 13D. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The Reporting Person and Spartan are parties to the Proxy, pursuant to which, among other things, Spartan agreed to grant to the Reporting Person all voting power over (i) an aggregate of 260,108 shares of Series C Voting Convertible Preferred Stock, par value $0.0001 per share, of the Issuer ("Preferred Stock") issued to Spartan and its designee in connection with the closing of a private placement of securities of the issuer on December 23, 2024, which Preferred Stock is convertible into 260,108 shares of Common Stock (the "Conversion Shares") at any time after the date on which the registration statement filed by the Issuer registering the reoffer and resale of the Preferred Stock is declared effective by the SEC, (ii) a Common Stock purchase warrant (the "Warrant) exercisable for up to 85,421 shares of Common Stock (the "Warrant Shares") and (iii) any Conversion Shares and Warrant Shares that may be issued to Spartan. The conversion of the Preferred Stock and the exercise of the Warrant are each subject to a beneficial ownership limitation provision contained in the Certificate of Designation of Preferences, Rights and Limitations of the Preferred Stock (the "Certificate of Designation") and the Warrant, respectively, which prohibit the holder thereof from converting the Preferred Stock or exercising the Warrant for shares of Common Stock, if, as a result of such conversion or exercise, respectively, such holder, together with its affiliates and any persons acting as a group together with such holder or any such affiliates, would beneficially own more than 4.99% of the total number of shares Common Stock then issued and outstanding immediately after giving effect to such conversion or exercise, as applicable.Due to the applicable restrictions on the conversion of the Preferred Stock and the exercise of the Warrant in the Certificate of Designation and Warrant, respectively, the Conversion Shares and Warrant Shares are not deemed beneficially owned by the Reporting Person because they cannot be acquired within sixty days of the date of the filing of this Amendment No. 7.Except as described in this Item 6 above, the information contained in "Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer." of the Schedule 13D is not being amended by this Amendment No. 7. | ||
| Item 7. | Material to be Filed as Exhibits. | |
See Exhibit 1 attached to this Amendment No. 7. Except as described in this Item 7, the information contained in "Item 7. Material to be filed as Exhibits." of the Schedule 13D is not being amended by this Amendment No. 7. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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