Amendment: SEC Form SC 13G/A filed by Lipella Pharmaceuticals Inc.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

Lipella Pharmaceuticals Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

53630L209

(CUSIP Number)

September 30, 2024

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

(1) Consists of 46,875 shares of the issuer’s common stock, par value $0.0001 per share (“Common Stock”), that may be issued upon the exercise of stock options awarded by the issuer to the reporting person in such person’s capacity as an employee of the issuer, which are vested and exercisable, or will be vested and exercisable, for such shares of Common Stock within 60 days of the date of event that requires the filing of this Amendment No. 2 to Statement on Schedule 13G (this “Amendment No. 2”).

(2) This constitutes an exit filing for the reporting person. The percentage set forth in row (11) is based on 1,208,943 shares of the issuer’s Common Stock, outstanding as of November 11, 2024, as disclosed in the issuer’s definitive proxy statement on Schedule 14A, filed by the issuer with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2024, and reflects the issuer’s 1-for-8 reverse stock split of its outstanding shares of Common Stock that was effected on November 7, 2024. All 46,875 shares of Common Stock that the reporting person has the right to acquire within 60 days of the date of event that requires the filing of this Amendment No. 2 pursuant to the exercise of stock options held by the reporting person are deemed to be outstanding for purposes of calculating such beneficial ownership percentage.

This Amendment No. 2 to Statement on Schedule 13G (“Amendment No. 2”) amends and supplements the Statement on Schedule 13G filed by the reporting person with the U.S. Securities and Exchange Commission (the “SEC”) on March 29, 2023 (the “Schedule 13G”), as amended and supplemented by Amendment No. 1 to the Schedule 13G, filed by the reporting person with the SEC on February 7, 2024 (“Amendment No. 1”). Except as otherwise set forth herein, this Amendment No. 2 does not modify any of the information previously reported by the reporting person in the Schedule 13G or Amendment No. 1.

The purpose of this Amendment No. 2 is to update the reporting person’s beneficial ownership information on the cover page and in Item 4 of the Schedule 13G and Amendment No. 1, including to reflect the issuer’s 1-for-8 reverse stock split of its outstanding shares of Common Stock that was effected on November 7, 2024, as well as to update Item 2(e) in respect of such reverse stock split. This Amendment No. 2 constitutes an exit filing for the reporting person.

Item 1

Lipella Pharmaceuticals Inc. (the “Issuer”)

7800 Susquehanna Street, Suite 505

Pittsburgh, Pennsylvania 15208

Item 2. Names of Persons Filing:

Michele Gruber (the “Reporting Person”)

7800 Susquehanna Street, Suite 505

Pittsburgh, Pennsylvania 15208

United States of America

Common stock, par value $0.0001 per share, of the Issuer

53630L209

Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4. Ownership.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable.

Item 8. Identification and Classification of Members of the Group.

Not applicable.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.