[8-K] Lipella Pharmaceuticals Inc. Reports Material Event

Rhea-AI Filing Summary

Lipella Pharmaceuticals Inc. ("LIPO") has been formally delisted from the Nasdaq Capital Market. On 20 June 2025 the company received a Nasdaq Hearings Panel letter, dated 17 June 2025, exercising discretionary authority under Listing Rule 5100 to delist the company’s common stock. The Panel cited two rule violations that arose from private placements conducted between December 2024 and March 2025: (i) failure to secure prior shareholder approval for issuances exceeding 20 % of outstanding shares below the minimum price (Rule 5635(d)), and (ii) actions that disparately reduced or restricted existing shareholders’ voting rights (Rule 5640).

Trading in LIPO shares was suspended at the market open on 20 June 2025. The company expects to file Form 25 with the SEC to formally remove its listing. As of the suspension date, the common stock now trades on the OTC Markets Group’s Pink Market under the existing ticker "LIPO".

The 8-K also furnishes a press release (Exhibit 99.1) announcing the delisting. Management emphasises that forward-looking statements in the filing involve significant risk and that the company is evaluating all market alternatives for future listing; however, no concrete remediation plan or timeline is provided.

Positive

• None.

Negative

• Nasdaq delisting under Rule 5100 eliminates LIPO’s exchange listing status.
• Trading suspension on Nasdaq effective 20 June 2025 reduces liquidity and may force institutional divestment.
• Rule violations (5635(d) & 5640) indicate governance and compliance deficiencies.
• Migration to OTC Pink exposes investors to larger bid-ask spreads and lower disclosure standards.

Insights

Securities Analyst

TL;DR: Nasdaq delists LIPO for rule violations; stock now on OTC Pink—materially negative for liquidity, valuation and institutional ownership.

The Panel’s decision removes Lipella from a major exchange, immediately impairing share liquidity, shrinking the eligible investor base, and likely widening bid-ask spreads. Delisting for governance-related non-compliance (Rules 5635(d) and 5640) raises red flags about internal controls and management judgement. While OTC quotation preserves tradability, many institutions and index funds are prohibited from holding OTC securities, creating potential forced selling pressure. Without a detailed remediation strategy or timeline to regain an exchange listing, downside risk to valuation and capital-raising ability is elevated.

Corporate Governance Expert

TL;DR: Governance breach—unapproved dilutive issuances and voting right disparities triggered Nasdaq’s public-interest delisting.

Issuing >20 % of shares below minimum price without shareholder consent contravenes core Nasdaq protections for minority investors. Coupled with disparate voting rights, this signals poor board oversight and weak compliance processes. Such infractions often attract litigation and deter prospective investors. Until governance lapses are rectified and an independent review is completed, the company’s credibility remains compromised.

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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): June 20, 2025

Lipella Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

Delaware		005-93847		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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
-		-		-

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 20, 2025, Lipella Pharmaceuticals Inc., a Delaware corporation (the “Company”, “we”, “us” or “our”), received a letter (the “Letter”) from the Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”), dated June 17, 2025, indicating that the Panel has determined to delist the Company’s common stock, par value $0.0001 per share (the “Common Stock”), from the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5100, which permits Nasdaq to use its discretionary authority for public interest concerns, due to the Company’s non-compliance with (i) Nasdaq Listing Rule 5635(d), which requires prior shareholder approval for the issuance, other than in a public offering, of 20% or more of a company’s outstanding shares at a per share price less than the Minimum Price (as defined in such rule), and (ii) Nasdaq Listing Rule 5640, which prohibits voting rights of existing shareholders from being disparately reduced or restricted. The Letter cited the Company’s issuance of shares of its Series C voting convertible preferred stock and warrants to the Company’s placement agent, consultant and advisor in connection with certain private placement transactions completed between December 2024 and March 2025 as the reason for such non-compliance and Nasdaq’s determination.

The Common Stock has been suspended as of the open of trading on June 20, 2025. The Company expects that a Form 25 will be filed with the U.S. Securities and Exchange Commission (the “SEC”) to remove the Common Stock from listing on the Nasdaq Capital Market. The Common Stock is currently quoted on the Pink Market operated by OTC Markets Group Inc. under its existing symbol “LIPO” as of June 20, 2025. 

Item 7.01 Regulation FD Disclosure

On June 20, 2025, the Company issued a press release announcing the Panel’s decision to delist the Common Stock from the Nasdaq Capital Market. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.

The information set forth in Item 7.01 of this Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any of the Company’s filings with the SEC under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Forward-Looking Statements

This Form 8-K contains forward-looking statements. Such forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company’s future activities, or future events or conditions, including those related to Nasdaq’s determination to delist the Common Stock or with respect to the Company’s exploration of all markets and commitment to list its Common Stock, which can be identified by terminology such as “may,” “will,” “expects,” “anticipates,” “aims,” “potential,” “future,” “intends,” “plans,” “believes,” “estimates,” “continue,” “likely to” and other similar expressions intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict, many of which are beyond the Company’s control, including risks related to such delisting determination and the Company’s ability to list its Common Stock, and other risks that may be included in the periodic reports and other filings that the Company files from time to time with the SEC. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated June 20, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: June 20, 2025	Lipella Pharmaceuticals Inc.
	By:	/s/ Jonathan Kaufman
		Name: Jonathan Kaufman Title: Chief Executive Officer

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FAQ

Why was Lipella Pharmaceuticals (LIPO) delisted from Nasdaq?

Nasdaq cited violations of Rules 5635(d) and 5640 stemming from private placements that diluted shareholders and altered voting rights without required approval.

When did trading in LIPO shares cease on Nasdaq?

20 June 2025 at the market open, simultaneous with the suspension notice.

Where is LIPO stock currently quoted after the delisting?

The common stock trades on the OTC Markets Group’s Pink Market under the same ticker "LIPO".

Will Lipella file any additional forms related to the delisting?

Yes. The company expects to submit Form 25 to the SEC to formally remove its Nasdaq listing.

Did the 8-K provide a plan to regain compliance or relist on another exchange?

No specific remediation plan or timeline was disclosed; management only stated it is exploring all market options.