Lipella Pharmaceuticals Inc. filed SEC Form 8-K: Other Events
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| Item 8.01 | Other Events |
Lipella Pharmaceuticals Inc. (the “Company”) intends to hold its 2024 annual meeting of stockholders (the “2024 Annual Meeting”) on September 10, 2024. The Company has set the close of business on August 1, 2024 as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the 2024 Annual Meeting and any adjournments thereof. The time and location of the 2024 Annual Meeting will be specified in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting.
The Company’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”) was held on November 21, 2023. As the date of the 2024 Annual Meeting will have been changed by more than 30 days from the one-year anniversary of the 2023 Annual Meeting, the Company is informing stockholders of this change in accordance with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is informing stockholders of the new dates described below for submitting stockholder proposals and other matters.
Pursuant to Rule 14a-8 of the Exchange Act, a stockholder intending to present a proposal to be included in the proxy statement for the 2024 Annual Meeting must deliver the proposal in writing to the Company’s Secretary at its corporate office at 7800 Susquehanna St., Suite 505, Pittsburgh, PA 15208 no later than a reasonable time before we begin to print and mail the proxy materials for the 2024 Annual Meeting. To be considered for inclusion in this year’s proxy materials for the 2024 Annual Meeting, shareholder proposals must be submitted in writing on or before the close of business on August 8, 2024, which the Company believes to be a reasonable deadline under the applicable rules of the Exchange Act. In addition to complying with such deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2024 Annual Meeting must also comply with Delaware law, the Company’s second amended and restated by-laws, as well as all applicable rules and regulations promulgated by the U.S. Securities and Exchange Commission under the Exchange Act. Any director nominations and stockholder proposals received after such deadline will be considered untimely and will not be considered for inclusion in the proxy materials for the Annual Meeting nor will it be considered at the Annual Meeting.
In addition, any stockholder who wishes to make a nomination or introduce an item of business at the 2024 Annual Meeting, other than pursuant to Rule 14a-8 under the Exchange Act, must deliver proper notice to us in writing to our Corporate Secretary at our corporate office at 7800 Susquehanna St., Suite 505, Pittsburgh, PA 15208 not later than the close of business on August 9, 2024.
In addition, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice in writing to our Corporate Secretary at our corporate office at 7800 Susquehanna St., Suite 505, Pittsburgh, PA 15208 setting forth the information required by Rule 14a-19 under the Exchange Act no later than the close of business on August 9, 2024.
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 6, 2024 | Lipella Pharmaceuticals Inc. | ||
| By: | /s/ Jonathan Kaufman | ||
Name: Jonathan Kaufman Title: Chief Executive Officer |
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