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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 12, 2026
Lipella
Pharmaceuticals Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation) |
001-41575
(Commission
File Number) |
20-2388040
(I.R.S. Employer Identification No.) |
1159
S. Negley Avenue, Pittsburgh, PA 15217
(Address of principal executive offices) (Zip Code)
(412)
894-1853
(Registrant's telephone number, including area code)
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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement
communication 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 (17 CFR
§230.405 of this chapter) or Rule 20-2 of the Securities Exchange Act of 1934 (17 CFR §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
1.01 Entry into a Material Definitive Agreement
The
information set forth below in Item 1.03 of this Current Report on Form 8-K under the caption “Asset Purchase Agreement”
is hereby incorporated by reference in this Item 1.01.
Item
1.03 Bankruptcy or Receivership.
Asset
Purchase Agreement
On
March 30, 2026, Lipella Pharmaceuticals Inc. (the “Company”) filed a voluntary petition 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”) at Case No. 26-20879-CMB (the “Bankruptcy Case”).
On
May 14, 2026, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with XRAIY (the
“Purchaser”) pursuant to which the Purchaser agreed to purchase substantially all of the assets of the Company (such
assets, the “Purchased Assets,” and such transaction, the “Sale”). The Bankruptcy Court authorized and
approved the Sale and the Asset Purchase Agreement, pursuant to section 363 of the Bankruptcy Code, by Order dated June 4, 2026,
at Doc. No. 115 (the “Sale Order”).
A
copy of the Sale Order is attached hereto as Exhibit 2.1. A copy of the Asset Purchase Agreement is attached hereto as
Exhibit 2.2.
Cautionary
Note Regarding the Company’s Common Stock
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 Case.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Number |
Description |
| 2.1 |
Order (I) Approving the Sales or other Acquisition Transaction for the Assets, (II) Authorizing the Sales Free and Clear of all Encumbrances, (III) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (IV) Granting Related Relief [Doc. No. 115] |
| 2.2 |
Asset Purchase Agreement among Lipella Pharmaceuticals Inc. and XRAIY LLC, or its designee(s), dated as of May 14, 2026 |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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: July 15, 2026 |
Lipella Pharmaceuticals,
Inc. |
| |
|
|
| |
By: |
/s/ Jonathan Kaufman |
| |
|
Name: Jonathan Kaufman |
| |
|
Title: Chief Executive
Officer |