SEC Form 4 filed by Officer Kaufman Jonathan H
$LIPO
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LIPELLA PHARMACEUTICALS INC. [ LIPO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/03/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series C Voting Convertible Preferred Stock(1) | $1 | 04/03/2025 | J(1) | 536,959(2) | 04/03/2025 | (3) | Common Stock | 536,959 | $0(1) | 0 | I | By Self as proxy and power of attorney for Spartan and an Affiliate (each as defined below)(1) | |||
| Common Stock Purchase Warrants(1) | $1 | 04/03/2025 | J(1) | 125,833(2) | 02/28/2025 | 02/28/2030 | Common Stock | 125,833 | $0(1) | 0 | I | By Self as proxy and power of attorney for Spartan and an Affiliate(1) | |||
| Common Stock Purchase Warrants(1) | $1 | 04/03/2025 | J(1) | 28,924(2) | 03/10/2025 | 03/10/2030 | Common Stock | 28,924 | $0(1) | 0 | I | By Self as proxy and power of attorney for Spartan and an Affiliate(1) | |||
| Common Stock Purchase Warrants(1) | $1 | 04/03/2025 | J(1) | 4,060(2) | 03/13/2025 | 03/13/2030 | Common Stock | 4,060 | $0(1) | 0 | I | By Self as proxy and power of attorney for Spartan and an Affiliate(1) | |||
| Explanation of Responses: |
| 1. Such Series C Voting Convertible Preferred Stock, par value $0.0001 per share ("Preferred Stock"), and the common stock, par value $0.0001 per share, of the issuer ("Common Stock"), issuable upon conversion of Preferred Stock ("Conversion Shares") and exercise of the Common Stock purchase warrants (the "Warrant Shares", and collectively with the Preferred Stock and Conversion Shares, "Securities") were subject to an irrevocable proxy and power of attorney, effective December 20, 2024, between the reporting person and Spartan Capital Securities, LLC ("Spartan"), pursuant to which the reporting person had voting power over all Securities held by Spartan and its Affiliates (defined under Rule 405 of the Securities Act of 1933, as amended) or any person or entity acting as a group therewith ("Proxy and POA"). |
| 2. Upon the effectiveness of a registration statement registering the Warrant Shares and Conversion Shares as of April 3, 2025, such voting power granted to the reporting person over the Securities by Spartan and such Affiliates was terminated. Please see the Proxy and POA attached as Exhibit 24 to the Form 4 filed by the reporting person with the U.S. Securities and Exchange Commission on March 17, 2025. |
| 3. The conversion rights of the Preferred Stock do not expire. |
| Remarks: |
| President, Chief Executive Officer, Secretary, Treasurer, and Chairman of the Board of Directors |
| /s/ Jonathan H. Kaufman | 04/07/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||