Lipella Pharmaceuticals Revises Placement Agent Agreement Terms

Lipella Pharmaceuticals Inc. (NASDAQ: LIPO) announced on February 23, 2025, that it has entered into a Second Amendment to its Placement Agent Agreement with Spartan Capital Securities, LLC. The amendment, which follows the initial agreement and its subsequent modification in December 2024, adjusts key terms of the original placement agent arrangement.

Under the Second Amendment, the company and its Placement Agent have agreed to several modifications. Notably, the amendment removes certain at-the-market facility restrictions that were previously imposed on Lipella. It also revises a tail provision in the agreement whereby, if the company receives an investment—other than investments directly related to the Offering—from any accredited retail investor who participated in the Offering within one year following the termination of the Placement Agent’s engagement, Lipella will be required to pay a fee equal to 10% of such an investment.

In addition, the amendment increases the maximum amount of shares available for purchase in a Mirror Offering to $7,200,000. The parties also agreed that the company will file a Registration Statement registering all shares of common stock issuable upon the conversion and exchange of securities connected with the Mirror Offering within 30 days of each offering closing.

Further modifications address restrictions on Variable Rate Transactions. Following the amendment, the company is now only restricted from engaging in such transactions without the Placement Agent’s consent—subject to specified exceptions—until 90 days after the termination of the Offering or until 10 business days after the effective date of the related Registration Statement, provided that at least $6,000,000 of shares are sold in the Offering. The agreement additionally restricts the company from disposing of its securities within 90 days of the third closing of the Offering, unless all shares of common stock issuable upon conversion and exchange have been registered.

The complete details of the Second Amendment are set forth in the relevant exhibit filed with the Securities and Exchange Commission and form part of the company’s ongoing disclosure commitments.

Lipella Pharmaceuticals’ management emphasized that the modifications are intended to provide the company with enhanced flexibility while ensuring compliance with strategic financial objectives.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Lipella Pharmaceuticals’s 8K filing here.

Lipella Pharmaceuticals Company Profile

Lipella Pharmaceuticals Inc, a biotechnology company, focuses on developing drugs by reformulating the active agents in existing generic drugs and optimizing these reformulations for various applications. The company develops LP-10, a formulation of tacrolimus that has completed Phase 2a clinical trial for patients with radiation-induced hemorrhagic cystitis; LP-310, a formulation of tacrolimus for the treatment of oral lichen planus; and LP-410, an oral liposomal formulation of tacrolimus for the treatment of oral graft-versus-host disease (GVHD).