SEC Form SC 13D/A filed by Lipella Pharmaceuticals Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

SCHEDULE 13D 

Under the Securities Exchange Act of 1934 

(Amendment No. 3)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*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, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

* SEE INSTRUCTIONS

(1) Consists of (i) 833,849 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) 666,166 shares of Common Stock that may be issued on the exercise of stock options awarded by the issuer (the “Issuer”) to the Reporting Person in his capacity as an officer and director of the Issuer, which are vested and exercisable within 60 days of the filing of this Amendment No. 3 to Schedule 13D (this “Amendment No. 3”).

(2) Consists of (i) 833,849 shares of Common Stock beneficially owned by the Reporting Person, (ii) fully vested options exercisable for 632,833 shares of Common Stock, and (iii) 33,333 unvested options which are exercisable within 60 days of the filing of this Amendment No. 3.

(3) Calculated based on 7,039,846 shares of Common Stock outstanding as of March 14, 2024, as verified with the Issuer. The 666,166 shares of Common Stock that the Reporting Person has the right to acquire within 60 days of the filing of this Amendment No. 3 are deemed to be outstanding for purposes of calculating such beneficial ownership percentage. 

This Amendment No. 3 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, and as further amended by Amendment No. 2 to such Statement on Schedule 13D filed by the Reporting Person with the SEC on March 6, 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. 3 does not modify any of the information previously reported by the Reporting Person in the Schedule 13D.

The purpose of this Amendment No. 3 is to update the Reporting Person’s beneficial ownership information in the Schedule 13D.

Except as specifically amended below, all other provisions of the Schedule 13D remain in effect.

Item 1. Security and Issuer.

The information contained in “Item 1. Security and Issuer.” of the Schedule 13D is not being amended by this Amendment No. 3.

The information contained in “Item 2. Identity and Background.” of the Schedule 13D is not being amended by this Amendment No. 3.

Item 3. Source or 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:

The Reporting Person beneficially owns 1,500,015 shares of Common Stock, consisting of (i) 833,849 shares of Common Stock which were acquired with personal funds from time to time, and (ii) 666,166 shares of Common Stock that may be issued on exercise of stock options owned by the Reporting Person that were awarded to him in his capacity as an 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. 3 and the corresponding footnotes, and the information set forth in or incorporated by reference in Item 2, Item 3, Item 5 and Item 6 of this Amendment No. 3 is hereby incorporated by reference in its entirety into this Item 4.

Except as described above, the information contained in “Item 4. Purpose of Transaction.” of the Schedule 13D is not being amended by this Amendment No. 3.

Item 5. Interest in Securities of the Issuer.

The responses to rows (7) through (13) of the cover page of this Amendment No. 3 and the corresponding footnotes are hereby incorporated by reference in their entirety in this Item 5.

(a)       See responses to Items 11 and 13 on the cover page.

(b)      See response to Rows (7), (8), (9) and (10) on the cover page.

(c)      Except as described in Item 6 or as otherwise set forth in this 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. 3.

Except as described above, the information contained in “Item 5. Interest in Securities of the Issuer.” of the Schedule 13D is not being amended by this Amendment No. 3.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Stock Purchase Agreement

On March 13, 2024, the Reporting Person entered into an affiliate stock purchase agreement with the Issuer, whereby the Reporting Person purchased an aggregate of 144,906 shares of Common Stock from the Issuer at a per share price equal to the Nasdaq Capital Market’s official closing price for the Common Stock on March 12, 2024.

Except as described 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. 3.

Item 7. Material to be filed as Exhibits.

Except as described above, the information contained in “Item 7. Material to be filed as Exhibits.” of the Schedule 13D is not being amended by this Amendment No. 3.

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.