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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 30, 2026
Lipella Pharmaceuticals Inc.
(Exact name of registrant as specified in
its charter)
| Delaware |
|
001-41575 |
|
20-2388040 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
7800 Susquehanna St., Suite
505
Pittsburgh, PA |
|
15208 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (412) 894-1853
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act: None.
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.03 Bankruptcy or Receivership
On [Filing Date], [Company Name,
Inc.] (the “Company”) and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary
petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the
Western District of Pennsylvania (the “Bankruptcy Court”).
Cautionary Note Regarding Chapter 11
Case
The Company cautions that trading in the
Company’s common stock during the pendency of the Chapter 11 case is highly speculative and poses substantial risks. Trading
prices for the Company’s common stock may bear little or no relationship to the actual recovery, if any, by holders of the
Company’s common stock in the Chapter 11 Cases.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated March 30, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 30, 2026 |
Lipella Pharmaceuticals Inc. |
|
| |
|
|
|
| |
By: |
/s/ Jonathan Kaufman |
|
| |
|
Name: Jonathan Kaufman
Title: Chief Executive Officer |
|
Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE
Lipella Pharmaceuticals Inc. Files Voluntary Petitions for
Relief Under Chapter 11
[Pittsburgh, Pennsylvania] — [March 30, 2026] —
Lipella Pharmaceuticals Inc. (“Lipella” or the “Company”), a clinical-stage biotechnology company, announced
today that it filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy
Court for the Western District of Pennsylvania (the “Court”). The Company intends to undergo a 363 sale process
under Chapter 11 in order to maximize value for creditors.
In connection with the Chapter 11 cases, the Company expects
to seek customary “first-day” relief that, if approved by the Court, would allow it to continue day-to-day operations,
including maintaining cash management systems and paying employee wages and benefits in the ordinary course.
The Company will provide updates as appropriate throughout the
restructuring process.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of applicable securities laws. These statements include, without limitation, statements regarding the Company’s
expectations and intentions relating to the Chapter 11 process, ongoing operations, strategic alternatives, and related matters.
Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could
cause actual results to differ materially, including, among others, the Company’s ability to obtain Court approval with respect
to motions in the Chapter 11 cases, the Company’s ability to maintain operations during the Chapter 11 process, the effects
of the Chapter 11 filing on stakeholders, and other risks and uncertainties described in the Company’s filings with the U.S.
Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required
by law.
Additional Information
Additional information regarding the Chapter 11 filing, including
Court filings and other case information, may be available through the Court’s docket.
TADMS:21257425-1:044116-208154
